Common use of Amendments to Debt Documents Clause in Contracts

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be Refinanced, in each case, without the consent of any Junior Priority Debt Party; provided, however, that, without the consent of the Junior Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior Priority Debt Document may be amended, restated, supplemented or otherwise modified, or entered into, and no Indebtedness under the Junior Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (c) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that each Junior Priority Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc., as collateral agent, pursuant to or in connection with the Credit Agreement, dated as of November 25, 2014, among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc., as Senior Credit Agreement Collateral Agent, [ ], as Initial Junior Lien Collateral Agent, the Borrower and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” (d) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any Junior Priority Representative or any Junior Priority Debt Party and without any action by any Junior Priority Representative, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative in its role as Junior Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or amended and restated, supplemented, extended, renewed, replaced, restructured, and/or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be RefinancedRefinanced or replaced, in whole or in part, in each case, without the consent of any Junior Priority Debt Party, all without affecting the Lien priorities provided for herein and the other provisions hereof; provided, however, that, without the consent of the Junior Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision the provisions of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior Priority Debt Document may be amended, restated, supplemented amended and restated, supplemented, extended, renewed, replaced, restructured, or otherwise modified, or entered into, and no Indebtedness under the Junior Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled (other than mandatory prepayments) dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document that would cause any additional scheduled payments (other than mandatory prepayments) of principal Indebtedness to be paid, in each case, only to the extent such payment is scheduled to be paid prior to the final maturity date of any applicable Senior Obligation or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the maximum aggregate principal amount of term loans or outstanding notes and maximum aggregate principal amount of revolving commitments, in each case, permitted to be incurred under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or RefinancingRefinancing (other than reductions in connection with any costs, expenses or fees incurred in connection therewith). No Junior Priority 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 Junior Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. (c) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that each Junior Priority Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.Jefferies Finance LLC, as collateral agent, pursuant to agent (or in connection with the Credit Agreement, dated as of November 25, 2014, among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc., as Senior Credit Agreement Collateral Agent, [ ], as Initial Junior Lien Collateral Agent, the Borrower and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” (d) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any Junior Priority Representative or any Junior Priority Debt Party and without any action by any Junior Priority Representative, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative in its role as Junior Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent.successor collateral

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or amended and restated, supplemented, extended, renewed, replaced, restructured, and/or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be RefinancedRefinanced or replaced, in whole or in part, in each case, without the consent of any Junior Priority Debt Party, all without affecting the Lien priorities provided for herein and the other provisions hereof; provided, however, that, without the consent of the Junior Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision the provisions of this Agreement. (b) Without the prior written consent of the Designated Senior RepresentativesRepresentative, no Junior Priority Debt Document may be amended, restated, supplemented amended and restated, supplemented, extended, renewed, replaced, restructured, or otherwise modified, or entered into, and no Indebtedness under the Junior Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled (other than mandatory prepayments) dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document that would cause any additional scheduled payments (other than mandatory prepayments) of principal Indebtedness to be paid, in each case, only to the extent such payment is scheduled to be paid prior to the final maturity date of any applicable Senior Obligation (except in connection with a refinancing or replacement permitted by Section 8.10 and the Senior Debt Documents), or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the maximum aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitmentsIndebtedness, in each case, under permitted to be incurred pursuant to the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or RefinancingRefinancing (other than reductions in connection with any costs, expenses or fees incurred in connection therewith). (c) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that each Junior Priority Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc., as collateral agent[ ]13, pursuant to or in connection with the Credit Agreement, dated as of November 25October 3, 20142016, among Holdings, the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc.Deutsche Bank AG New York Branch, as administrative agent and collateral agentagent and the other parties thereto, as further amended, restated, amended and restated, replaced, extended, renewed, refinanced, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc.[ ]14, as Senior Credit Agreement First Lien Collateral AgentRepresentative, [ ], as Initial Junior Lien Collateral Agent, Holdings, the Borrower and its subsidiaries the Subsidiaries of Holdings from time to time party thereto and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall governgovern and control.” ” (d) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any Junior Priority Representative or any Junior Priority Debt Party and without any action by any Junior Priority Representative, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative in its role as Junior Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Priority Representative by the Borrower within 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Amendments to Debt Documents. (a) The Senior Lien Debt Documents may be amended, restated, supplemented supplemented, waived or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Lien Debt Documents may be Refinanced, in each case, without the consent of any Junior Priority Debt Lien Secured Party; provided, however, that, without the consent of the Junior Priority Majority Representatives, provided that no such amendment, restatement, supplement, modification modification, waiver or Refinancing shall, without the consent of the Junior Lien Representative (or, in the case of clause (v) of this proviso, the written consent of the requisite number of Junior Lien Secured Parties set forth therein), (i) prohibit the payment of principal or successive amendmentsinterest or premium or fees or expenses under the Junior Lien Debt Documents when due, restatements, supplements, modifications (ii) add or Refinancingsmake more restrictive on any Grantor any event of default or any covenant with respect to the Senior Lien Obligations or make any change to any event of default or any covenant which would have the effect of making such event of default or covenant materially more restrictive on the Grantors (taken as a whole) shall contravene unless a corresponding amendment to any comparable provision of this the Junior Lien Debt Documents is offered to the Junior Lien Secured Parties, (iii) add, amend, restate, supplement or otherwise modify (in an adverse way) any restrictions on any Grantor’s ability to make any voluntary or mandatory payment under any Junior Lien Debt Document, (iv) increase the interest rate margin applicable to the Senior Lien Obligations by more than 5.00% per annum, excluding (A) the accrual of interest during the continuance of a default or an event of default, or amounts owed under the Senior Lien Debt Agreement as a result of the imposition of the “default” interest as more further provided in Section 2.07 of the Senior Lien Debt Agreement (as in effect on the date hereof) or payable under any corresponding provision applicable to any Refinancing of the Senior Lien Debt Agreement not in excess of such rate, and (B) for the avoidance of doubt, (x) any increase in the underlying reference rate and/or (y) any amendment, waiver or consent related to fees payable in the event of an amendment, waiver or consent and any arrangement, commitment and upfront fees and original issue discount, or (v) extend the stated maturity date of the Senior Lien Obligations as in effect on the date hereof (A) by more than 120 days but to no later than March 31, 2021, unless consented to in writing by lenders under the Junior Lien Debt Agreement holding not less than 66-2/3% of outstanding Loans (as defined in the Junior Lien Debt Agreement) and unfunded Revolving Credit Commitments (as defined in the Junior Lien Debt Agreement) in the aggregate or (B) to a date later than March 31, 2021, unless consented to in writing by lenders under the Junior Lien Debt Agreement holding not less than a majority of outstanding Term Loans (as defined in the Junior Lien Debt Agreement) and lenders under the Junior Lien Debt Agreement holding not less than a majority of Revolving Credit Commitments (as defined in the Junior Lien Debt Agreement) then in-effect. (b) Without the prior written consent of the Senior Representatives, no The Junior Priority Lien Debt Document Documents may be amended, restated, supplemented supplemented, waived or otherwise modified, or entered intomodified in accordance with their terms, and no the Indebtedness under the Junior Priority Lien Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under without the Senior Debt Documents on the day consent of any Senior Lien Secured Party; provided that no such amendment, restatement, supplement, modification modification, waiver or RefinancingRefinancing shall, without the consent of the Senior Lien Representative: (i) prohibit the payment of principal or interest or premium or make-whole payment or fees or expenses under the Senior Lien Debt Documents when due; (ii) add or make more restrictive on any Grantor any event of default or any covenant with respect to the Junior Lien Obligations or make any change to any event of default or any covenant which would have the effect of making such event of default or covenant materially more restrictive on the Grantors (taken as a whole) unless a corresponding amendment to any comparable provision of the Senior Lien Debt Documents is offered to the Senior Lien Secured Parties; (iii) change the scheduled maturity of the Junior Lien Debt Agreement to a date that is earlier than the scheduled maturity of the Junior Lien Debt Agreement as in effect on the date hereof; (iv) add, amend, restate, supplement or otherwise modify (in an adverse way) any restrictions on any Grantor’s ability to make any voluntary or mandatory payment under any Senior Lien Debt Document; or (v) amend, restate, supplement, waive or otherwise modify Section 2.13(h) of the Junior Lien Debt Agreement. (c) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that each Junior Priority Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc., as collateral agent, pursuant to or in connection with the Credit Agreement, dated as of November 25, 2014, among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc., as Senior Credit Agreement Collateral Agent, [ ], as Initial Junior Lien Collateral Agent, the Borrower and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” (d) In the event that each applicable Senior Representative and/or the Senior Lien Representative or the other Senior Lien Secured Parties enter into any amendment, restatement, supplement, modification, waiver or consent in respect of any of the Senior Lien Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Lien Collateral Document or changing in any manner the rights of the Senior RepresentativesLien Representative, the Senior Lien Secured Parties, the Borrower Parties or any other Grantor thereunder (including the release of any Liens in Senior Lien Collateral) in a manner that is applicable to all the Senior FacilitiesLien Obligations, then such amendment, restatement, supplement, modification, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Lien Collateral Document without the consent of any the Junior Priority Lien Representative or any Junior Priority Debt Lien Secured Party and without any action by any the Junior Priority Representative, the Borrower Lien Representative or any other Junior Lien Secured Party or any Grantor; provided, however, that (i) no such amendment, restatement, supplement, modification, waiver or consent shall (Ai) remove assets subject to the Lien of any Junior Priority Liens or release any such Liens, Lien Collateral Document except to the extent that such release is permitted or required by as provided for in Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (Bii) amend, modify or otherwise affect impose duties that are adverse to the rights or duties of any Junior Priority Representative in its role as Junior Priority Lien Representative without its prior written consent and (ii) consent. The Grantors shall provide written notice of such amendment, restatement, supplement, modification, waiver or consent shall have been given to each the Junior Priority Lien Representative within 10 5 Business Days after the effectiveness of such amendment, restatement, supplement, modification, waiver or consentconsent (although the failure to give any such notice shall in no way affect the effectiveness of such amendment, restatement, supplement, modification, waiver or consent or the effect or operation of this Section 5.03(c)). (d) The Grantors agree to deliver to each of the Senior Lien Representative and the Junior Lien Representative copies of (i) any amendments, restatements, supplements, waivers or other modifications to the Senior Lien Debt Documents or the Junior Lien Debt Documents and (ii) any new Senior Lien Debt Documents or Junior Lien Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior Priority Debt Documents may be amended, restated, supplemented or amended and restated, supplemented, extended, renewed, replaced, restructured and/or otherwise modified in accordance with their terms, terms and the Indebtedness under the Senior Debt Documents Priority Facilities may be RefinancedRefinanced or replaced, in whole or in part, in each case, without the consent of any Junior Priority the Third Lien Parties, so long as permitted by the Third Lien Debt PartyDocuments, all without affecting the Lien priorities provided for herein and the other provisions of this Agreement; ; provided, however, that, without the consent of the Junior Priority Majority RepresentativesThird Lien Parties, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision the provisions of this AgreementAgreement or (ii) contractually restrict or otherwise directly and adversely affect the payment at or following (and, for the avoidance of doubt, solely at or following, and not prior to) maturity of the Third Lien Debt. (b) Without the prior written consent of the Senior Representativeseach Priority Agent, no Junior Priority Third Lien Debt Document may be amended, restated, supplemented amended and restated, supplemented, extended, renewed, replaced, restructured, or otherwise modified, or entered into, and no Indebtedness under the Junior Priority Debt Documents Third Lien Obligations may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Third Lien Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled (other than mandatory prepayments) dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Third Lien Debt Document or cause any additional scheduled payments (other than mandatory prepayments) of principal on indebtedness to be paid, in each case, only to the extent such payment is scheduled to be paid prior to the final maturity date of any applicable Priority Obligation, (iii) modify any covenants, defaults or events of default to make them materially more restictive as to any Grantor or its property, than the corresponding covenants, defaults, or events of default in any Priority Lien Document or (iv) reduce the capacity to incur Indebtedness indebtedness for borrowed money constituting Senior Priority Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount such Priority Obligations permitted to be incurred in accordance with the terms of revolving commitments, in each case, under the Senior Third Lien Debt Documents in effect on the day of any date hereof or such later date to the extent such amount has been increased. No Third Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, restatementsupplement or modification, supplementor the terms of any new Third Lien Collateral Document, modification would be prohibited by or Refinancinginconsistent with any of the terms of this Agreement. (c) Each Junior Priority RepresentativeThe Third Lien Collateral [Agent][Trustee], for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilityother Third Lien Party, agrees that the Borrower shall cause each Junior Priority Third Lien Collateral Document under its Junior Priority Debt Facility shall to include the following language (or language to similar effect reasonably approved by the Designated Senior RepresentativePriority Agents and reasonably acceptable to the Third Lien Collateral [Agent][Trustee]): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority RepresentativeThird Lien Collateral [Agent][Trustee]] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests interest granted in favor of the Senior Priority Secured Parties (as defined in the Junior Third Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.(A) Bank of Montreal, as collateral agent (or permitted successor collateral agent), pursuant to or in connection with (1) the Credit Agreement, dated as of November 25April 12, 20142017, among the Borrower, the Parent Guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc.the Bank of Montreal, as administrative agent Administrative Agent and collateral agentthe other parties thereto, as amended by that certain First Amendment to Credit Agreement, dated as of June 6, 2017 and that Second Amendment to Credit Agreement, dated as of April 19, 2018, as further amended, restated, amended and restated, replaced, extended, renewed, refinanced, supplemented or otherwise modified from time to time and (2) the Senior Secured Term Loan Agreement, dated as of April 12, 2017, among the Borrower, the Parent Guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Barclays Bank PLC, Administrative Agent and the other parties thereto, as further amended, restated, amended and restated, replaced, extended, renewed, refinanced, supplemented or otherwise modified from time to time and (B) Wilmington Trust, National Association, as collateral agent (or permitted successor collateral trustee) pursuant to or in connection with that certain Indenture, dated as of [ ] among the Borrower, the Parent Guarantor, the other guarantors from time to time party thereto, and Wilmington Trust, National Association, as trustee and collateral agent and (ii) the exercise of any right or remedy by the [Junior Priority RepresentativeThird Lien Collateral [Agent][Trustee]] hereunder is subject to the limitations and provisions of the Junior Third Lien Intercreditor Agreement dated as of [ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Third Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc.Bank of Montreal, as Senior Credit Agreement First Lien Collateral Agent, [ ], as Initial Junior Second Lien Collateral Agent, [ ], as Third Lien Collateral [Agent][Trustee], the Borrower Borrower, the Parent Guarantor and its subsidiaries the Subsidiaries of the Parent Guarantor from time to time party thereto and affiliated and other entities from time to time party thereto. In the event of any conflict between the terms of the Junior Third Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Third Lien Intercreditor Agreement shall govern.” ” (d) In the event that each applicable Senior Representative any Priority Agent and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior RepresentativesPriority Agents, the Senior other Priority Secured Parties, the Borrower or any other Grantor thereunder (including excluding any amendment, waiver or consent resulting in the release of any Liens in Senior Collateral) in First Lien Collateral and/or Second Lien Collateral or having a manner that is applicable to all Senior Facilitiessubstantially similar effect of a release), then such amendment, waiver or consent shall shall, unless such amendment, waiver or consent would be prejudicial to the rights of the Third Lien Parties to a greater extent than to the rights of the Priority Secured Parties (other than with respect to the Lien priorities with respect to the Third Lien Parties and the Priority Secured Parties set forth herein), apply automatically to any comparable provision of each comparable Junior Priority Third Lien Collateral Document without the consent of any Junior Priority Representative the Third Lien Collateral [Agent][Trustee] or any Junior Priority Debt other Third Lien Party and without any action by any Junior Priority Representativethe Third Lien Collateral [Agent][Trustee], the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Third Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or Priority Liens, (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative the Third Lien Collateral [Agent][Trustee] in its role as Junior Priority Representative Third Lien Collateral [Agent][Trustee] without its prior written consent or (C) permit any additional Liens on any Shared Collateral that are not permitted under the terms of the Third Lien Debt Documents or ARTICLE VI of this Agreement, and (ii) written notice of such amendment, waiver or consent shall have been given by the Borrower to each Junior Priority Representative the Third Lien Collateral [Agent][Trustee] within 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness and validity thereof. (e) The Borrower agrees to deliver to each of the First Lien Collateral Agent, the Second Lien Collateral Agent and the Third Lien Collateral [Agent][Trustee] copies of (i) any amendments, supplements or other modifications to the Priority Debt Documents or the Third Lien Debt Documents and (ii) any new Priority Debt Documents or Third Lien Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior Priority Debt Documents may be amended, restated, supplemented or amended and restated, supplemented, extended, renewed, replaced, restructured and/or otherwise modified in accordance with their terms, terms and the Indebtedness under the Senior Debt Documents Priority Facilities may be RefinancedRefinanced or replaced, in whole or in part, in each case, without the consent of any Junior Priority the Third Lien Parties, so long as not prohibited by the Third Lien Debt PartyDocuments in effect on the date hereof, all without affecting the Lien priorities provided for herein and the other provisions of this Agreement; ; provided, however, that, without the consent of the Junior Priority Majority RepresentativesThird Lien Parties, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision the provisions of this Agreement or (ii) solely to the extent that the stated maturity date of the Indebtedness outstanding under the Third Lien Debt Documents is earlier than the stated maturity date of the Priority Obligations, contractually restrict or otherwise directly and adversely affect the payment at or following (and, for the avoidance of doubt, solely at or following, and not prior to) the stated maturity date of the Indebtedness under the Third Lien Debt Agreement. (b) Without the prior written consent of the Senior Representativeseach Priority Agent, no Junior Priority Third Lien Debt Document may be amended, restated, supplemented amended and restated, supplemented, extended, renewed, replaced, restructured, or otherwise modified, or entered into, and no Indebtedness under the Junior Priority Debt Documents Third Lien Obligations may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Third Lien Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled (other than mandatory prepayments) dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Third Lien Debt Document or cause any additional scheduled payments (other than mandatory prepayments) of principal on indebtedness to be paid, in each case, only to the extent such payment is scheduled to be paid prior to the final maturity date of any applicable Priority Obligation, (iii) modify any covenants, defaults or events of default to make them materially more restrictive as to any Grantor or its property, than the corresponding covenants, defaults, or events of default in any Priority Lien Document or (iv) reduce the capacity to incur Indebtedness indebtedness for borrowed money constituting Senior Priority Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount such Priority Obligations permitted to be incurred in accordance with the terms of revolving commitments, in each case, under the Senior Third Lien Debt Documents in effect on the day of any date hereof or such later date to the extent such amount has been increased. No Third Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, restatementsupplement or modification, supplementor the terms of any new Third Lien Collateral Document, modification would be prohibited by or Refinancinginconsistent with any of the terms of this Agreement. (c) Each Junior Priority RepresentativeThe Third Lien Collateral [Agent][Trustee], for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facilityother Third Lien Party, agrees that the Borrower shall cause each Junior Priority Third Lien Collateral Document under its Junior Priority Debt Facility shall to include the following language (or language to similar effect reasonably approved by the Designated Senior RepresentativePriority Agents and reasonably acceptable to the Third Lien Collateral [Agent][Trustee]): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority RepresentativeThird Lien Collateral [Agent][Trustee]] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests interest granted in favor of the Senior Priority Secured Parties (as defined in the Junior Third Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.(A) Bank of Montreal, as collateral agent (or permitted successor collateral agent), pursuant to or in connection with (1) the Credit Agreement, dated as of November 25April 12, 20142017, among the Borrower, the Parent Guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc.the Bank of Montreal, as administrative agent Administrative Agent and collateral agentthe other parties thereto, as amended by that certain First Amendment to Credit Agreement, dated as of June 6, 2017 and that Second Amendment to Credit Agreement, dated as of April 19, 2018, as further amended, restated, amended and restated, replaced, extended, renewed, refinanced, supplemented or otherwise modified from time to time and (2) the Senior Secured Term Loan Agreement, dated as of April 12, 2017, among the Borrower, the Parent Guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Barclays Bank PLC, Administrative Agent and the other parties thereto, as further amended, restated, amended and restated, replaced, extended, renewed, refinanced, supplemented or otherwise modified from time to time and (B) Wilmington Trust, National Association, as collateral agent (or permitted successor collateral trustee) pursuant to or in connection with that certain Indenture, dated as of [•] among the Borrower, the Parent Guarantor, the other guarantors from time to time party thereto, and Wilmington Trust, National Association, as trustee and collateral agent and (ii) the exercise of any right or remedy by the [Junior Priority RepresentativeThird Lien Collateral [Agent][Trustee]] hereunder is subject to the limitations and provisions of the Junior Third Lien Intercreditor Agreement dated as of [ [___] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Third Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc.Bank of Montreal, as Senior Credit Agreement Collateral Agent, [ ], as Initial Junior First Lien Collateral Agent, [___], as Second Lien Collateral Agent, [___], as Third Lien Collateral [Agent][Trustee], the Borrower Borrower, the Parent Guarantor and its subsidiaries the Subsidiaries of the Parent Guarantor from time to time party thereto and affiliated and other entities from time to time party thereto. In the event of any conflict between the terms of the Junior Third Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Third Lien Intercreditor Agreement shall govern.” ” (d) In the event that each applicable Senior Representative any Priority Agent and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior RepresentativesPriority Agents, the Senior other Priority Secured Parties, the Borrower or any other Grantor thereunder (including excluding any amendment, waiver or consent resulting in the release of any Liens in Senior Collateral) in First Lien Collateral and/or Second Lien Collateral or having a manner that is applicable to all Senior Facilitiessubstantially similar effect of a release), then such amendment, waiver or consent shall shall, unless such amendment, waiver or consent would be prejudicial to the rights of the Third Lien Parties to a greater extent than to the rights of the Priority Secured Parties (other than with respect to the Lien priorities with respect to the Third Lien Parties and the Priority Secured Parties set forth herein), apply automatically to any comparable provision of each comparable Junior Priority Third Lien Collateral Document without the consent of any Junior Priority Representative the Third Lien Collateral [Agent][Trustee] or any Junior Priority Debt other Third Lien Party and without any action by any Junior Priority Representativethe Third Lien Collateral [Agent][Trustee], the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Third Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or Priority Liens, (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative the Third Lien Collateral [Agent][Trustee] in its role as Junior Priority Representative Third Lien Collateral [Agent][Trustee] without its prior written consent or (C) permit any additional Liens on any Shared Collateral that are not permitted under the terms of the Third Lien Debt Documents or ARTICLE VI of this Agreement, and (ii) written notice of such amendment, waiver or consent shall have been given by the Borrower to each Junior Priority Representative the Third Lien Collateral [Agent][Trustee] within 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness and validity thereof. (e) The Borrower agrees to deliver to each of the First Lien Collateral Agent, the Second Lien Collateral Agent and the Third Lien Collateral [Agent][Trustee] copies of (i) any amendments, supplements or other modifications to the Priority Debt Documents or the Third Lien Debt Documents and (ii) any new Priority Debt Documents or Third Lien Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be Refinanced, in each case, without the consent of any Junior Second Priority Debt Party; provided, however, that, without the consent of the Junior Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior Second Priority Debt Document may be amended, restated, supplemented or otherwise modified, or entered into, and no Indebtedness under the Junior Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Second Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Second Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (c) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that each Junior Second Priority Collateral Document under its Junior Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.Bank of America, N.A., as collateral agent, pursuant to or in connection with the First Lien Credit Agreement, dated as of November 25August 2, 20142021, among Holdings, the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior FundingBank of America, Inc.N.A., as administrative agent and collateral agent, and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Second Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior FundingBank of America, Inc.N.A., as Senior First Lien Credit Agreement Collateral Agent, Wilmington Trust, National Association, as Additional Senior Debt Collateral Agent, [ ], as Initial Junior Second Lien Collateral Agent, Holdings, the Borrower and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” ” (d) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Second Priority Collateral Document without the consent of any Junior Second Priority Representative or any Junior Second Priority Debt Party and without any action by any Junior Second Priority Representative, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Second Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Second Priority Representative in its role as Junior Second Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Second Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent. (e) The Borrower agrees to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any amendments, supplements or other modifications to the Senior Debt Documents or the Second Priority Debt Documents and (ii) any new Senior Debt Documents or Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be Refinanced, in each case, without the consent of any Junior Priority Debt Party; provided, however, that, without the consent of the Junior Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior No Second Priority Debt Document may be amended, restated, supplemented or otherwise modified, modified or entered into, and no Indebtedness under the Junior Priority Debt Documents may be Refinanced, into to the extent such amendment, restatement, supplement or modification or Refinancingmodification, or the terms of such any new Junior Second Priority Debt Document, would (iand no term of any Initial Second Priority Debt Document shall be effective to the extent it would) contravene be prohibited by or inconsistent with any of the provisions terms of this Agreement. The Company agrees to deliver to the Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) change to earlier dates any scheduled dates for payment of principal new Second Priority Collateral Documents promptly, but in any event within five (including the final maturity date5) or of interest on Indebtedness under such Junior Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitmentsBusiness Days, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (c) after effectiveness thereof. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that each Junior Second Priority Collateral Document under its Junior Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] Royal Bank of Canada pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.JPMorgan Chase Bank, National Association, as collateral administrative agent, pursuant to or in connection with the Credit Agreement, dated as of November 25March 11, 20142014 (as amended, restated, supplemented or otherwise modified from time to time), among the Borrower, the other guarantors from time to time party theretoCompany, the lenders from time to time party theretothereto and JPMorgan Chase Bank, Xxxxxx Xxxxxxx Senior Funding, Inc.National Association, as administrative agent and collateral agentissuing lender, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] Royal Bank of Canada hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] October 8, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior FundingJPMorgan Chase Bank, Inc.National Association, as Senior Credit Agreement Collateral AgentRepresentative, [ ]Royal Bank of Canada, as Initial Junior Lien Collateral AgentSecond Priority Representative, the Borrower Company and its subsidiaries and affiliated entities party thereto, and other Persons that may become party thereto from time to time. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” ” (db) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms without the consent of any Second Priority Debt Party so long as such amendment, restatement, supplement or other modification is not inconsistent with the terms of this Agreement. In the event that each applicable the Senior Representative and/or or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior RepresentativesRepresentative, the Senior Secured Parties, the Borrower Company or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities), then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Second Priority Collateral Document without the consent of any Junior Second Priority Representative or any Junior Second Priority Debt Party and without any action by any Junior Second Priority Representative, the Borrower Company or any other Grantor; provided, however, that (iA) no such amendment, waiver or consent shall have the effect of (Ai) remove removing assets subject to the Junior Lien of the Second Priority Liens or release any such LiensCollateral Documents, except to the extent that a release of such release Lien is permitted or required by Section 5.01(a) 5.01 of this Agreement and provided that there is a concurrent corresponding release of the corresponding Lien securing the Senior Liens Obligations, or (Bii) amend, modify or otherwise affect imposing duties on the rights or duties of any Junior Priority Representative in its role as Junior Designated Second Priority Representative without its prior written consent and (iiB) written notice of such amendment, waiver or consent shall have been given to each Junior Second Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent, but the failure to give such notice shall not affect the validity of such amendment, waiver or consent or its application to comparable provisions of the Second Priority Collateral Documents.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or amended and restated, supplemented, extended, renewed, replaced, restructured, and/or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be RefinancedRefinanced or replaced, in whole or in part, in each case, without the consent of any Junior Priority Party, so long as not prohibited by the Junior Priority Debt PartyDocuments in effect on the date hereof, all without affecting the Lien priorities provided for herein and the other provisions hereof; provided, however, that, without the consent of the Junior Priority Majority RepresentativesNoteholders, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision the provisions of this AgreementAgreement or (ii) solely to the extent that the stated maturity date of the Indebtedness outstanding under the Second Lien Notes Indenture is earlier than the stated maturity date of the Senior Obligations, contractually restrict or otherwise directly and adversely affect the payment at or following (and, for the avoidance of doubt, solely at or following, and not prior to) the stated maturity date of the Indebtedness outstanding under the Second Lien Notes Indenture. (b) Without the prior written consent of the Senior RepresentativesFirst Lien Collateral Agent, no Junior Priority Debt Document may be amended, restated, supplemented amended and restated, supplemented, extended, renewed, replaced, restructured, or otherwise modified, or entered into, and no Indebtedness under the Junior Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) be prohibited by the Senior Debt Documents in effect on the date hereof, (iii) change to earlier dates any scheduled (other than mandatory prepayments) dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document or cause any additional scheduled payments (iiiother than mandatory prepayments) of principal on Indebtedness to be paid, in each case, only to the extent such payment is scheduled to be paid prior to the final maturity date of any applicable Senior Obligation, or (iv) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount such Senior Obligations permitted to be incurred in accordance with the terms of revolving commitments, in each case, under the Senior Junior Priority Debt Documents in effect on the day of any date hereof or such later date to the extent such amount has been increased. No Junior Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, restatementsupplement or modification, supplementor the terms of any new Junior Priority Collateral Document, modification would be prohibited by or Refinancinginconsistent with any of the terms of this Agreement. (c) Each Junior Priority RepresentativeThe Second Lien Collateral Agent, for itself and on behalf of each other Junior Priority Debt Party under its Junior Priority Debt FacilityParty, agrees that the Borrower shall cause each Junior Priority Collateral Document under its Junior Priority Debt Facility shall to include the following language (or language to similar effect reasonably approved by the Designated Senior RepresentativeFirst Lien Collateral Agent and reasonably acceptable to the Second Lien Collateral Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] Second Lien Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the liens and security interests interest granted in favor of the Senior Secured Parties (as defined in the Junior First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.Bank of Montreal, as collateral agent (or permitted successor collateral agent), pursuant to or in connection with (1) the Credit Agreement, dated as of November 25April 12, 20142017, among the Borrower, the Parent Guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc.the Bank of Montreal, as administrative agent Administrative Agent and collateral agentthe other parties thereto, as amended by that certain First Amendment to Credit Agreement, dated as of June 6, 2017 and that Second Amendment to Credit Agreement, dated as of April 19, 2018, as further amended, restated, amended and restated, replaced, extended, renewed, refinanced, supplemented or otherwise modified from time to time and (2) the Senior Secured Term Loan Agreement, dated as of April 12, 2017, among the Borrower, the Parent Guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Barclays Bank PLC, Administrative Agent and the other parties thereto, as further amended, restated, amended and restated, replaced, extended, renewed, refinanced, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] Second Lien Collateral Agent hereunder is subject to the limitations and provisions of the Junior First Lien/Second Lien Intercreditor Agreement dated as of [ ] December 21, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior First Lien/Second Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc.Bank of Montreal, as Senior Credit Agreement First Lien Collateral Agent, [ ]Wilmington Trust, National Association, as Initial Junior Second Lien Collateral Agent, the Borrower Borrower, the Parent Guarantor and its subsidiaries the Subsidiaries of the Parent Guarantor from time to time party thereto and affiliated and other entities from time to time party thereto. In the event of any conflict between the terms of the Junior First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior First Lien/Second Lien Intercreditor Agreement shall govern.” ” (d) In the event that each applicable Senior Representative the First Lien Collateral Agent and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior RepresentativesFirst Lien Collateral Agent, the other Senior Secured Parties, the Borrower or any other Grantor thereunder (including excluding any amendment, waiver or consent resulting in the release of any Liens in Senior Collateral) in Collateral or having a manner that is applicable to all Senior Facilitiessubstantially similar effect of a release), then such amendment, waiver or consent shall shall, unless such amendment, waiver or consent would be prejudicial to the rights of the Junior Priority Parties to a greater extent than to the rights of the Senior Secured Parties (other than with respect to the Lien priorities with respect to the Junior Priority Parties and the Senior Secured Parties set forth herein), apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of the Second Lien Collateral Agent or any other Junior Priority Representative or any Junior Priority Debt Party and without any action by any Junior Priority Representativethe Second Lien Collateral Agent, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) or under the Junior Priority Documents and provided that there is a concurrent release of the corresponding Senior Liens or Liens, (B) amend, modify or otherwise affect the rights rights, privileges, immunities or duties of any Junior Priority Representative the Second Lien Collateral Agent in its role as Junior Priority Representative Second Lien Collateral Agent without its prior written consent or (C) permit any additional Liens on any Shared Collateral that are not permitted under the terms of the Junior Priority Documents or ARTICLE VI of this Agreement, and (ii) written notice of such amendment, waiver or consent shall have been given by the Borrower to each Junior Priority Representative the Second Lien Collateral Agent within 10 Business Days after the effectiveness of such amendment, waiver or consent. (e) The Borrower agrees to deliver to each of the First Lien Collateral Agent and the Second Lien Collateral Agent copies of (i) any amendments, supplements or other modifications to the Senior Debt Documents or the Junior Priority Debt Documents and (ii) any new Senior Debt Documents or Junior Priority Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness Debt under the Senior Debt Documents may be Refinanced, in each case, without the consent of any Junior Priority Debt Party; provided, however, that, without the consent of the Junior Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior Priority Debt Document may be amended, restated, supplemented or otherwise modified, or entered into, and no Indebtedness Debt under the Junior Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness Debt under such Junior Priority Debt Document or (iii) reduce the capacity to incur Indebtedness Debt for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (c) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that each Junior Priority Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.[•], as collateral agent, pursuant to or in connection with the [Credit Agreement, dated as of November 25, 2014[•], among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc.[•], as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ [•] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc.[•], as Senior First Lien Credit Agreement Collateral Agent, [ HSBC Bank USA, National Association, as Second Lien Indenture Collateral Agent, [•], as Initial Junior Lien Collateral Agent, the Borrower Company, the Issuers and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” ” (d) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower Issuers or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any Junior Priority Representative or any Junior Priority Debt Party and without any action by any Junior Priority Representative, the Borrower Issuers or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative in its role as Junior Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent. (e) The Issuers agree to deliver to each of the Designated Senior Representative and the Designated Junior Priority Representative copies of (i) any amendments, supplements or other modifications to the Senior Debt Documents or the Junior Priority Debt Documents and (ii) any new Senior Debt Documents or Junior Priority Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The [[Subject to Section 8.10]], theThe Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be Refinanced, in each case, without the consent of any Junior Priority Debt Lien Secured Party; provided, however, that, without the consent of the Junior Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the Senior RepresentativesRepresentative, no Junior Priority Lien Debt Document may be amended, restated, supplemented or otherwise modified, or entered into, and no Indebtedness under the Junior Priority Lien Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Lien Debt Document, would (i) contravene the provisions of this Agreement, Agreement [[or any then extant Senior Debt Document]] or (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Lien Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or RefinancingDocument. (c) Each The Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Lien Secured Party under its the Junior Priority Debt FacilityLien Agreement, agrees that each Junior Priority Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.[ ], as collateral agent, pursuant to or in connection with the First Lien Credit Agreement, dated as of November 25[ ], 20142015, among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc.The Bank of Nova Scotia, as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] Representative hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] ], 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc.The Bank of Nova Scotia, as Senior Credit Agreement Collateral AgentRepresentative, [ ], as Initial Junior Lien Collateral AgentPriority Representative, the Borrower and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern. The parties hereto acknowledge, authorize and consent to the entry by each of the Senior Representative and the Junior Representative into the Intercreditor Agreement.” ” (d) In the event that each applicable the Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior RepresentativesRepresentative, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all the [[Senior FacilitiesFacility/Shared Collateral]], then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any the Junior Priority Representative or any Junior Priority Debt Lien Secured Party and without any action by any the Junior Priority Representative, the Borrower or any other Grantor; provided, however, that . (e) The Borrower agrees to deliver to each of the Senior Representative and the Junior Priority Representative copies of (i) no such amendmentany amendments, waiver supplements or consent shall (A) remove assets subject other modifications to the Senior Debt Documents or the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative in its role as Junior Priority Representative without its prior written consent Lien Debt Documents and (ii) written notice of such amendment, waiver any new Senior Debt Documents or consent shall have been given to each Junior Priority Representative within 10 Business Days Lien Debt Documents promptly after the effectiveness of such amendment, waiver or consentthereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be Refinanced, in each case, without the consent of any Junior Second Priority Debt Party; provided, however, that, without the consent of the Junior Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior Second Priority Debt Document may be amended, restated, supplemented or otherwise modified, or entered into, and no Indebtedness under the Junior Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Second Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Second Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitmentscommitments or other Indebtedness, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (c) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that each Junior Second Priority Collateral Document under its Junior Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein (d) Subject to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to belowSection 5.03(b), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc., as collateral agent, pursuant to or in connection with the Credit Agreement, dated as of November 25, 2014, among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agent, as further Second Priority Debt Documents may be amended, restated, amended and restated, extendedwaived, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] (as amendedin accordance with their terms, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc., as Senior Credit Agreement Collateral Agent, [ ], as Initial Junior Lien Collateral Agent, the Borrower and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreementindebtedness under the Second Priority Debt Documents may be Refinanced, the terms of the Junior Lien Intercreditor Agreement shall govern.” (d) In the event that in each applicable Senior Representative and/or the Senior Secured Parties enter into any amendmentcase, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any Junior Priority Senior Representative or any Junior Priority Debt Party and Senior Secured Party, all without any action by any Junior Priority Representative, affecting the Borrower Lien priority provided for herein or any the other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative in its role as Junior Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consentprovisions hereof.

Amendments to Debt Documents. (a) The Senior Debt Priority Lien Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Priority Lien Documents may be Refinanced, in each case, without the consent of any Parity Lien Secured Party or Junior Priority Debt Lien Secured Party; provided, however, that, without the consent of the Parity Lien Collateral Trustee and the Junior Priority Majority RepresentativesLien Collateral Trustee, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this AgreementAgreement or any Secured Debt Document. The Priority Lien Agents may rely on a certificate of the Borrower stating that such amendment, restatement, supplement or other modification does not contravene any Secured Debt Document. (b) Without Following the Discharge of Priority Lien Obligations but prior written consent to the Discharge of Parity Lien Obligations, the Senior Representatives, no Junior Priority Debt Document Parity Lien Documents may be amended, restated, supplemented or otherwise modified, or entered intomodified in accordance with their terms, and no the Indebtedness under the Junior Priority Debt Parity Lien Documents may be Refinanced, in each case, without the consent of any Junior Lien Secured Party; provided, however, that, without the consent of the Junior Lien Collateral Trustee, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement or any Secured Debt Document. (c) Prior to the Discharge of Priority Lien Obligations, without the prior written consent of the Priority Lien Agents or unless permitted under the Priority Lien Documents, no Parity Lien Document or Junior Lien Document may be amended, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendment, restatementsupplement, supplement restatement or modification or Refinancingand/or refinancing, or the terms of any new Parity Lien Document or Junior Lien Document, as applicable, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) under such Parity Lien Document or Junior Lien Document or of interest under such Parity Lien Document or Junior Lien Document, (iii) modify (or have the effect of a modification of) the mandatory prepayment provisions of the applicable Parity Lien Document or Junior Lien Document in a manner that would result in the weighted average life to maturity being less than the weighted average life to maturity of the Notes and other Parity Lien Obligations or Junior Lien Obligations, as applicable, prior to giving effect thereto or (iv) reduce the capacity to incur debt for borrowed money constituting Priority Lien Obligations to an amount less than the aggregate principal amount of term loans, amount available to be drawn under outstanding letters of credit and aggregate principal amount of revolving commitments, in each case, under the Priority Lien Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (d) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Parity Lien Obligations, without the prior written consent of the Parity Lien Collateral Trustee or unless permitted under the Parity Lien Documents, no Junior Lien Document may be amended, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendment, supplement, restatement or modification and/or refinancing, or the terms of any new Junior Priority Debt Lien Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) under such Junior Lien Document or of interest on Indebtedness under such Junior Priority Debt Lien Document, (iii) modify (or have the effect of a modification of) the mandatory prepayment provisions of the applicable Junior Lien Document in a manner that would result in the weighted average life to maturity being less than the weighted average life to maturity of the Junior Lien Obligations prior to giving effect thereto or (iiiiv) reduce the capacity to incur Indebtedness debt for borrowed money constituting Senior Parity Lien Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Parity Lien Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (ce) Each of the Parity Lien Secured Parties and the Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, Lien Secured Parties agrees that each Parity Lien Security Document and each Junior Priority Lien Collateral Document under its shall include, and the Grantors agree to cause each Parity Lien Security Document and each Junior Priority Debt Facility shall include Lien Collateral Document to include, the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, Priority Lien Agent): (i) the liens and security interests granted to the [Junior Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc., as collateral agent, pursuant to or in connection with the Credit Agreement, dated as of November 25, 2014, among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc., as Senior Credit Agreement Collateral Agent, [ ], as Initial Junior Lien Collateral Agent, the Borrower and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” (df) In the event that each applicable Senior Representative and/or any of the Senior Priority Lien Secured Parties enter enters into any amendment, waiver or consent in respect of any of the Senior Priority Lien Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Lien Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Priority Lien Secured Parties, the Borrower Company or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilitiesthe Priority Lien Obligations, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Parity Lien Security Document and Junior Priority Lien Collateral Document without the consent of any Parity Lien Secured Party, any Junior Priority Representative Lien Secured Party, the Company or any Junior Priority Debt Party other Grantor and without any action by any Parity Lien Secured Party, any Junior Priority RepresentativeLien Secured Party, the Borrower Company or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Parity Liens or Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Priority Liens or (B) amend, modify or otherwise affect the rights or duties of any of the Parity Lien Collateral Trustee or the Junior Priority Representative Lien Collateral Trustee in its role as Parity Lien Collateral Trustee or Junior Priority Representative Lien Collateral Trustee without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each the Parity Lien Collateral Trustee and the Junior Priority Representative within 10 Business Days Lien Collateral Trustee promptly after the effectiveness of such amendment, waiver or consent. (g) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Parity Lien Obligations, in the event that any of the Parity Lien Secured Parties enters into any amendment, waiver or consent in respect of any of the Parity Lien Security Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Parity Lien Security Document or changing in any manner the rights of the Parity Lien Secured Parties, the Company or any other Grantor thereunder in a manner that is applicable to the Parity Lien Obligations, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Lien Collateral Document without the consent of any Junior Lien Secured Party, the Company or any other Grantor and without any action by any Junior Lien Secured Party, the Company or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Parity Liens or (B) amend, modify or otherwise affect the rights or duties of any of the Junior Lien Collateral Trustee in its role as Junior Lien Collateral Trustee without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to the Junior Lien Collateral Trustee promptly after the effectiveness of such amendment, waiver or consent. (h) Upon the request of the Designated Priority Lien Agent, the Parity Lien Collateral Trustee or the Junior Lien Collateral Trustee, the Company agrees to deliver to each of the Designated Priority Lien Agent, the Parity Lien Collateral Trustee or the Junior Lien Collateral Trustee copies of (i) any amendments, supplements or other modifications to the Priority Lien Documents, the Parity Lien Documents or the Junior Lien Documents and (ii) any new Priority Lien Documents, Parity Lien Documents or Junior Lien Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, amended and restated, extended, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents Obligations may be RefinancedRefinanced or replaced, in whole or in part, in each case, without the consent of any Junior Second Priority Representative or any Second Priority Debt Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Junior Designated Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) or the terms of such new Senior Debt Documents, shall contravene any provision of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior The Second Priority Debt Document may be amended, restated, amended and restated, extended, supplemented or otherwise modified, or entered intomodified in accordance with their terms, and no Indebtedness under the Junior Second Priority Debt Documents Obligations, may be RefinancedRefinanced or replaced, to the extent such amendment, restatement, supplement in whole or modification or Refinancing, or the terms of such new Junior Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitmentsin part, in each case, under without the Senior Debt Documents on the day consent of any Senior Representative or any Senior Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Designated Senior Representatives, no such amendment, restatement, supplement, modification or Refinancing. Refinancing (c) or successive amendments, restatements, supplements, modifications or Refinancings), or the terms of such new Second Priority Debt Documents, shall contravene any provision of this Agreement Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that each Junior Second Priority Collateral Document under its Junior Second Priority Debt Facility in respect of Shared Collateral shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Second Priority Representative] Representative pursuant to this [Agreement] are, to the extent constituting Shared Collateral under, as defined in and subject to the Intercreditor Agreement are (as defined below), expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.[•] (“[•]”), as collateral agent[•] (“[•]”) and [•] (“[•]”), pursuant to or in connection with (x) the Credit Agreement[•], dated as of November 25[•], 2014and (y) that certain [•], among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., dated as administrative agent and collateral agent, of [•] (each as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time time), and (ii) the exercise of any right or remedy by the [Junior Second Priority Representative] Representative hereunder in respect of Shared Collateral is subject to the limitations and provisions of the Junior First Lien/Second Lien Intercreditor Agreement dated as of [ [•], 20[•] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior FundingCarvana, Inc.Co., as Senior Credit Agreement Collateral Agenta Delaware corporation, [ ], as Initial Junior Lien Collateral Agent, the Borrower and [its respective subsidiaries and affiliated entities party thereto,] [•], [•] and [•], as the First Lien Representative, and U.S. Bank Trust Company, National Association, as Second Lien Collateral Agent. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this [Agreement] with respect to the Shared Collateral, the terms of the Junior Lien Intercreditor Agreement shall govern.” ” (dc) In the event that each applicable any Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower Company or any other Grantor thereunder (including the release of any Liens in Senior Shared Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Second Priority Collateral Document as it relates to the Shared Collateral without the consent of any Junior Second Priority Representative or any Junior Second Priority Debt Party and without any action by any Junior Second Priority Representative, the Borrower Company or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Second Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a substantially concurrent release of the corresponding Senior Liens or Liens, (B) amend, modify or otherwise affect the rights or impose duties of that are materially adverse on any Junior Priority Representative in its role as Junior Second Priority Representative without its prior written consent or (C) amend, waive, consent to or otherwise affect any provisions of the Second Priority Collateral Documents as it relates to the Second Priority Exclusive Collateral. (d) The Company agrees to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any material amendments, supplements or other modifications to the material Senior Debt Documents or the material Second Priority Debt Documents and (ii) written notice of such amendmentany new material Senior Debt Documents or material Second Priority Debt Documents, waiver or consent shall have been given to in each Junior Priority Representative within 10 Business Days case, promptly after the effectiveness of such amendment, waiver or consentthereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness Debt under the Senior Debt Documents may be Refinanced, in each case, without the consent of any Junior Second Priority Debt Party; provided, however, that, without the consent of the Junior Designated Second Priority Majority RepresentativesRepresentative, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the Senior RepresentativesRepresentatives or unless permitted under the Senior Debt Documents, unless and until the Discharge of Senior Debt Obligations has occurred, no Junior Second Priority Debt Document may be amended, restated, supplemented or otherwise modified, or entered into, modified and no Indebtedness Debt under the Junior Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Second Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) under such Second Priority Debt Document or of interest on Indebtedness Debt under such Junior Second Priority Debt Document, (iii) modify (or have the effect of a modification of) the mandatory prepayment provisions of the applicable Second Priority Debt Document for such Second Priority Debt Facility in a manner that would result in the weighted average life to maturity being less than the weighted average life to maturity of the Second Priority Debt under such Second Priority Debt Document prior to giving effect thereto or (iiiiv) reduce the capacity to incur Indebtedness debt for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing; provided that the holders (and their representatives) of any such Refinancing Debt execute a Joinder Agreement or otherwise bind themselves in writing to the terms of this Agreement. (c) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that each Junior Second Priority Collateral Document under its Junior Second Priority Debt Facility shall include include, and the Grantors agree to cause each Second Priority Collateral Document to include, the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Second Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc., as collateral agent, pursuant to or in connection with the Credit Agreement, dated as of November 25, 2014, among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc., as Senior Credit Agreement Collateral Agent, [ ], as Initial Junior Lien Collateral Agent, the Borrower and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” (d) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any Junior Priority Representative or any Junior Priority Debt Party and without any action by any Junior Priority Representative, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative in its role as Junior Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent.First Lien/Second Lien

Amendments to Debt Documents. (a) The Senior ABL Debt Documents may be amended, restated, supplemented or amended and restated, supplemented, extended, renewed, replaced, restructured, and/or otherwise modified in accordance with their terms, and the Indebtedness under the Senior ABL Debt Documents may be RefinancedRefinanced or replaced, in whole or in part, in each case, without the consent of any Junior Term Priority Debt Party, all without affecting the Lien priorities provided for herein and the other provisions hereof; provided, however, that, without the consent of the Junior Designated Term Priority Majority RepresentativesRepresentative, no such amendment, restatement, amendment and restatement, supplement, extension, renewal, replacement, restructuring or other modification or Refinancing (or successive amendments, restatements, amendment and restatements, supplements, modifications extensions, renewals, replacements, restructurings or Refinancingsother modifications) shall contravene any provision the provisions of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior The Term Priority Debt Document Documents may be amended, restated, supplemented or amended and restated, supplemented, extended, renewed, replaced, restructured, and/or otherwise modified, or entered intomodified in accordance with their terms, and no the Indebtedness under the Junior Term Priority Debt Documents may be RefinancedRefinanced or replaced, to in whole or in part, in each case, without the extent consent of any ABL Secured Party, all without affecting the Lien priorities provided for herein and the other provisions hereof; provided, however, that, without the consent of the ABL Representative, no such amendment, restatement, supplement amendment and restatement, supplement, extension, renewal, replacement, restructuring or other modification (or Refinancingsuccessive amendments, restatements, amendment and restatements, supplements, extensions, renewals, replacements, restructurings or the terms of such new Junior Priority Debt Document, would (iother modifications) shall contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (c) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that each Junior Priority Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior ABL Representative][Term Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted lien priorities set forth in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc., as collateral agent, pursuant to or in connection with the Credit Agreement, dated as of November 25, 2014, among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien that certain ABL Intercreditor Agreement dated as of [ ] December 15, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien ABL Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior FundingCitibank, Inc.N.A., as Senior Credit Agreement Collateral AgentABL Representative, [ ]Xxxxxxx Xxxxx Bank USA, as Initial Junior First Lien Term Collateral AgentRepresentative, Holdings, the Borrower and its subsidiaries the Subsidiaries of Holdings from time to time party thereto and affiliated entities party theretothereto and (ii) the exercise of any right or remedy by the [ABL Representative][Term Priority Representative] hereunder is subject to the limitations and provisions of the ABL Intercreditor Agreement. In the event of any conflict between the terms of the Junior Lien ABL Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien ABL Intercreditor Agreement shall governgovern and control.” ” (d) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any Junior Priority Representative or any Junior Priority Debt Party and without any action by any Junior Priority Representative, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative in its role as Junior Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Priority Representative by the Borrower within 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, amended and restated, extended, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents Obligations may be RefinancedRefinanced or replaced, in whole or in part, in each case, without the consent of any Junior Priority Representative or any Junior Priority Debt Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Designated Junior Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the Senior RepresentativesRepresentative, no Junior Priority Debt Document may be amended, restated, amended and restated, extended, supplemented or otherwise modified, or entered into, and no Indebtedness under the Junior Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Debt Document, would (i) adversely affect the lien priority rights of the Senior Secured Parties or the rights of the Senior Secured Parties to receive payments owing pursuant to the Senior Debt Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted under the Junior Priority Collateral Documents, (iii) confer any additional rights on the Junior Priority Representative or any other Junior Priority Debt Party in a manner adverse to the Senior Secured Parties, or (iv) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (c) . Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that each Junior Priority Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent, pursuant to or in connection with the Credit Agreement, Indenture dated as of November 25June 3, 2014, among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., 2024 (as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time time), among LIVEPERSON, INC., a Delaware corporation, its subsidiaries party thereto as guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent, and (ii) the exercise of any right or remedy by the [Junior Priority Representative] Representative hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ [______], 20[_] (as amended, restated, extended, amended and restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior FundingLIVEPERSON, Inc.INC., as Senior Credit Agreement Collateral Agenta Delaware corporation, [ ], as Initial Junior Lien Collateral Agent, the Borrower and its respective subsidiaries and affiliated entities party thereto, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as the Senior Representative, and [______], as the Initial Junior Priority Representative. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” ” (dc) In the event that each applicable the Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior RepresentativesRepresentative, the Senior Secured Parties, the Borrower Company or any other Grantor thereunder (including the release of any Liens in Senior CollateralCollateral and/or the release of any Grantor of its guaranty of the Senior Obligations) in a manner that is applicable to all the Senior FacilitiesIndenture, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any Junior Priority Representative or any Junior Priority Debt Party and without any action by any Junior Priority Representative, the Borrower Company or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a substantially concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or impose duties of that are adverse on any Junior Priority Representative in its role as Junior Priority Representative without its prior written consent consent. (d) The Company agrees to deliver to each of the Senior Representative and the Designated Junior Priority Representative copies of (i) any material amendments, supplements or other modifications to the material Senior Debt Documents or the material Junior Priority Debt Documents and (ii) written notice of such amendment, waiver any new material Senior Debt Documents or consent shall have been given to each material Junior Priority Representative Debt Documents, in each case, within 10 Business Days thirty (30) days after the effectiveness of such amendment, waiver or consentthereof.

Amendments to Debt Documents. (a) The Senior Debt First Lien Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt First Lien Documents may be Refinanced, in each case, without the consent of any Junior Priority Debt Second Lien Secured Party; provided, however, that, without the consent of the Junior Priority Majority RepresentativesDesignated Second Lien Representative, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this AgreementAgreement or any Secured Debt Document. The First Lien Collateral Trustee may rely on a certificate of the Company stating that such amendment, restatement, supplement or other modification does not contravene any Secured Debt Document. (b) Without the prior written consent of the Senior Representatives, no Junior Priority Debt Document The Second Lien Documents may be amended, restated, supplemented or otherwise modified, or entered intomodified in accordance with their terms, and no the Indebtedness under the Junior Priority Debt Second Lien Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under without the Senior Debt Documents on the day consent of any First Lien Secured Party; provided, however, that, without the consent of the First Lien Collateral Trustee, no such amendment, restatement, supplement, modification or RefinancingRefinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement or any Secured Debt Document. The Designated Second Lien Representative may rely on a certificate of the Company stating that such amendment, restatement, supplement or other modification does not contravene any Secured Debt Document. (c) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, the Second Lien Secured Parties agrees that each Junior Priority Collateral Second Lien Security Document under its Junior Priority Debt Facility entered into after the date hereof shall include include, and the Grantors agree to cause each such Second Lien Security Document to include, the following language (or language to similar effect reasonably approved by the Designated Senior RepresentativeFirst Lien Collateral Trustee): “Notwithstanding anything herein to the contrary, (i) the priority of the liens and security interests granted to the [Junior Priority Representative] Second Lien Representative pursuant to this Agreement are expressly subject and subordinate to the priority of the liens and security interests granted in favor of the Senior First Lien Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc., as collateral agent, pursuant to or in connection with the Credit Agreement, dated as of November 25, 2014, among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time ) and (ii) the exercise of any right or remedy by the [Junior Priority Representative] Second Lien Representative hereunder is subject to the limitations and provisions of the Junior Lien Amended and Restated Intercreditor Agreement dated as of [ ] August 17, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior FundingWilmington Trust, Inc.National Association, as Senior Credit Agreement First Lien Collateral AgentTrustee, [ ]U.S. Bank National Association, as Initial Junior Second Lien Collateral Agent, the Borrower other Representatives from time to time party thereto, the Company and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this AgreementAgreement with respect to the priority of the liens and security interests granted to the Second Lien Representative or the exercise of any rights or remedies of the Second Lien Representative, the terms of the Junior Lien Intercreditor Agreement shall govern.” ” (d) In the event that each applicable Senior Representative and/or any of the Senior First Lien Secured Parties enter enters into any amendment, waiver or consent in respect of any of the Senior Collateral First Lien Security Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral First Lien Security Document or changing in any manner the rights of the Senior Representatives, the Senior First Lien Secured Parties, the Borrower Company or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilitiesthe First Lien Obligations, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Second Lien Security Document without the consent of any Junior Priority Representative Second Lien Secured Party, the Company or any Junior Priority Debt Party other Grantor and without any action by any Junior Priority RepresentativeSecond Lien Secured Party, the Borrower Company or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Second Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior First Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative the Second Lien Collateral Agent in its role as Junior Priority Representative Second Lien Collateral Agent in a manner materially adverse to it without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Priority Representative within 10 Business Days the Second Lien Collateral Agent promptly after the effectiveness of such amendment, waiver or consent (it being understood that the failure to deliver such notice shall not impair the effectiveness of any such amendment, waiver or consent). (e) Upon the request of the First Lien Collateral Trustee or the Designated Second Lien Representative, the Company agrees to deliver to each of the First Lien Collateral Trustee or the Designated Second Lien Representative copies of (i) any amendments, supplements or other modifications to the First Lien Documents or the Second Lien Documents and (ii) any new First Lien Documents or Second Lien Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be Refinanced, in each case, without the consent of any Junior Priority Debt Party; provided, however, that, without the consent of the Junior Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall shall: (i) add any additional restrictions on the payment of the Junior Priority Debt Obligations; or (ii) contravene any provision the provisions of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior Priority Debt Document may be amended, restated, supplemented or otherwise modified, or entered into, and no Indebtedness under the Junior Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Debt Document, would (i) contravene the provisions of this AgreementAgreement or any then extant Junior Priority Debt Document or Senior Debt Document, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (c) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that each Junior Priority Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.Bank of America, N.A., as collateral agent, pursuant to or in connection with the Credit Agreement, dated as of November 25March 10, 20142021, among the BorrowerParent, the Borrowers, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior FundingBank of America, Inc.N.A., as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] Representative hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ [_______] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior FundingBank America, Inc.N.A., as Senior Credit Agreement Collateral Agent, [ [_________], as Initial Junior Lien Collateral Agent, the Borrower additional Representatives from time to time party thereto, the Parent, the Borrowers and its their subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern. The parties hereto acknowledge, authorize and consent to the entry by each of the Senior Representative and the Junior Representative into the Intercreditor Agreement.” ” (d) In the event that each applicable the Designated Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower Borrowers or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any Junior Priority Representative or any Junior Priority Debt Party and without any action by any Junior Priority Representative, the Borrower Borrowers or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets or property subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) of this Agreement and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative in its role as Junior Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given by the Borrowers to each Junior Priority Representative within 10 ten (10) Business Days after the effectiveness of such amendment, waiver or consent. (e) The Parent agrees to deliver to each of the Designated Senior Representative and the Designated Junior Priority Representative copies of (i) any amendments, supplements or other modifications to the Senior Debt Documents or the Junior Priority Debt Documents and (ii) any new Senior Debt Documents or Junior Priority Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior First Lien Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior First Lien Debt Documents may be Refinanced, in each case, without the consent of any Junior Priority Debt Second Lien Secured Party or Third Lien Secured Party; provided, however, that, without the consent of the Junior Priority Majority RepresentativesSecond Lien Collateral Agent and the Third Lien Collateral Agent, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) add (or make more restrictive with respect to any applicable covenant as of the date hereof with respect to the payment of the Second Lien Obligations or the Third Lien Obligations) any direct and express restriction specifically on the payment of the Second Lien Obligations or Third Lien Obligations that by its express terms conflicts with an express provision of this Agreement (or, in the case of an existing covenant or restriction with respect to the payment of the Second Lien Obligations or Third Lien Obligations, that is more restrictive than the scope of such covenant or provision as of the date hereof), (ii) reduce the capacity to incur Obligations constituting Second Lien Obligations under the Second Lien Debt Documents to an amount less than the amount of the Second Lien Obligations outstanding on the Closing Date plus all interest paid-in-kind in respect thereof after the Closing Date or (iii) contravene any provision the provisions of this Agreement. (b) Without the prior written consent of the Senior Required First Lien Secured Parties on at least 10 Business Days’ prior notice to the First Lien Representatives, or unless permitted under the First Lien Debt Documents, unless and until the Discharge of First Lien Obligations has occurred, (x) no Junior Priority Second Lien Debt Document may be amended, restated, supplemented or otherwise modified, or entered into, modified and no Indebtedness under the Junior Priority Second Lien Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Second Lien Debt Document, would (i) contravene the provisions of this AgreementAgreement or any of the First Lien Debt Documents, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Second Lien Debt Document, (iii) modify (or have the effect of a modification of) the mandatory prepayment provisions of the applicable Second Lien Debt Document or for such Second Lien Debt Facility in a manner that would result in the weighted average life to maturity being less than the weighted average life to maturity of the Second Lien Obligations under such Second Lien Debt Document prior to giving effect thereto, (iiiiv) reduce the capacity to incur Indebtedness for borrowed money Obligations constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitmentsFirst Lien Obligations, in each case, under the Senior First Lien Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing; provided that the holders (and their representatives) of any such Refinancing indebtedness execute a Joinder Agreement or otherwise bind themselves in writing to the terms of this Agreement, (v) increase the principal amount of the Second Lien Exchangeable PIK Notes, the Second Lien Secured Notes or any Replacement Second Lien Debt in respect thereof in excess of the amount permitted under the First Lien Credit Agreement (it being understood that interest shall be permitted to be paid-in-kind at all times), (vi) increase the applicable margin or similar component of the interest rate or yield applicable to any Obligations in respect of Second Lien Indenture Documents and any Replacement Second Lien Debt Document with respect thereto that is required to be paid in cash by more than 3% per annum (excluding increases resulting from the accrual of interest at the default rate) or (vii) change any default or Event of Default thereunder in a manner adverse to the First Lien Secured Parties (other than to eliminate any 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 any Credit Parties); and (y) no Second Lien Debt Document may be amended, restated, supplemented or otherwise modified to the extent such amendment, supplement or modification, or the terms of any new Second Lien Debt Document, would be prohibited by, or would require any Credit Party to act or refrain from acting in a manner that would violate, any of the terms of this Agreement. (c) Each Junior Priority The Second Lien Collateral Agent, the Third Lien Collateral Agent, each Second Lien Representative, for itself and on behalf of each Junior Priority Debt Second Lien Secured Party under its Junior Priority Second Lien Debt Facility, and each Third Lien Representative, on behalf of itself and each Third Lien Secured Party under its Third Lien Debt Facility, agrees that each Junior Priority Second Lien Collateral Document under its Junior Priority Debt Facility and Third Lien Collateral shall include the following language (or language to similar effect reasonably approved by the Designated Senior RepresentativeFirst Lien Collateral Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority RepresentativeSecond] [Third] Lien Collateral Agent pursuant to this Agreement on the Collateral (as defined in the Intercreditor Agreement referred to below) are expressly subject and subordinate to the liens and security interests granted in favor of the Senior First Lien Secured Parties [and The Second Lien Secured Parties] (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.Citibank, N.A., as collateral agent, pursuant to or in connection with the Third Amended and Restated Credit Agreement, dated as of November 25August 30, 20142016, among the Borrower, the other guarantors from time to time party theretoForesight Energy LLC, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior FundingCitibank, Inc.N.A., as administrative agent and collateral agent, and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority RepresentativeSecond Lien Collateral Agent] [Third Lien Collateral Agent] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement (Notes) dated as of [ ] August 30, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior FundingForesight Energy LLC, Inc.Foresight Energy Finance Corporation, Citibank, N.A., as Senior Credit Agreement Collateral Agentadministrative agent and first lien collateral agent, [ ]Wilmington Savings Fund Society, FSB, as Initial Junior Lien Collateral Agent, second lien collateral agent and the Borrower and its subsidiaries and affiliated entities party other parties thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” In addition, each Second Lien Mortgage and Third Lien Mortgage covering any Collateral shall contain such other language as the First Lien Collateral Agent may reasonably request to reflect the subordination of the liens granted pursuant to such Second Lien Mortgage and Third Lien Mortgage to the First Lien Collateral Document covering such Collateral, to extent set forth in this Agreement. Foresight shall have the obligation of ensuring that each Second Lien Collateral Document and each Third Lien Collateral Document satisfies the requirements of this Section 5.03(c), and none of the Second Lien Collateral Agent, the Third Lien Collateral Agent, any Second Lien Representative or any Third Lien Representative shall have the duty or responsibility for ensuring or verifying that any Second Lien Collateral Document or any Third Lien Collateral Document satisfies the requirements of this Section 5.03(c). (d) In Without the event that each applicable Senior Representative and/or prior written consent of (a) the Senior Required First Lien Secured Parties enter into any on at least 10 Business Days’ prior notice to the First Lien Representatives, or unless permitted under the First Lien Debt Documents, unless and until the Discharge of First Lien Obligations has occurred and (b) the Second Lien Collateral Agent on at least 10 Business Days’ prior notice to the Second Lien Collateral Agent, or unless permitted under the Second Lien Debt Documents, unless and until the Discharge of Second Lien Obligations has occurred, (x) no Third Lien Debt Document may be amended, restated, supplemented or otherwise modified and no Indebtedness under the Third Lien Debt Documents may be Refinanced, to the extent such amendment, waiver restatement, supplement or consent in respect modification or Refinancing, or the terms of such new Third Lien Debt Document, would (i) contravene the provisions of this Agreement or any of the Senior Collateral First Lien Debt Documents or the Second Lien Debt Documents, (ii) change to earlier dates any scheduled dates for the purpose payment of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder principal (including the release final maturity date) under such Third Lien Debt Document or of any Liens in Senior Collateralinterest on Indebtedness under such Third Lien Debt Document, (iii) modify (or have the effect of a modification of) the mandatory prepayment provisions of the applicable Third Lien Debt Document for such Third Lien Debt Facility in a manner that is applicable would result in the weighted average life to all Senior Facilitiesmaturity being less than the weighted average life to maturity of the Third Lien Obligations under such Third Lien Debt Document prior to giving effect thereto, then such amendment, waiver or consent shall apply automatically (iv) reduce the capacity to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any Junior Priority Representative or any Junior Priority Debt Party and without any action by any Junior Priority Representative, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall incur (A) remove assets subject to Obligations constituting First Lien Obligations, in each case, under the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens First Lien Debt Documents or (B) amendObligations constituting Second Lien Obligations, modify (v) increase the principal amount of the Third Lien Obligations or Replacement Third Lien Debt in excess of the amount permitted under the First Lien Debt Documents or the Second Lien Debt Documents, (vi) increase the applicable margin or similar component of the interest rate or yield applicable to any Obligations in respect of Third Lien Debt Documents and any Replacement Third Lien Debt Document with respect thereto by more than 3% per annum (excluding increases resulting from the accrual of interest at the default rate), (vii) change any default or event or default thereunder in a manner adverse to the Credit Parties thereunder (other than to eliminate any such event of default or increase any grace period related thereto or otherwise affect make such event of default or condition less restrictive or burdensome on any Credit Parties), (viii) increase materially the obligations of the obligor thereunder or to confer any additional material rights on the lenders (or duties holders, as the case may be) under the Third Lien Debt Facilities (or a representative on their behalf) which would be adverse to any Credit Party, First Lien Secured Parties or Second Lien Secured Parties; and (y) no Third Lien Debt Document may be amended, restated, supplemented or otherwise modified to the extent such amendment, supplement or modification, or the terms of any Junior Priority Representative new Third Lien Debt Document, would be prohibited by, or would require any Credit Party to act or refrain from acting in its role as Junior Priority Representative without its prior written consent a manner that would violate, any of the terms of this Agreement. (e) Foresight shall deliver to each Collateral Agent copies of (i) any amendments, supplements or other modifications to the Secured Debt Documents and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Priority Representative within 10 Business Days any new Secured Debt Documents promptly after the effectiveness of such amendment, waiver or consentthereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or amended and restated, supplemented, extended, renewed, replaced, restructured, and/or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be RefinancedRefinanced or replaced, in whole or in part, in each case, without the consent of any Junior Priority Party, so long as permitted by the Junior Priority Debt PartyDocuments, all without affecting the Lien priorities provided for herein and the other provisions hereof; provided, however, that, without the consent of the Junior Priority Majority RepresentativesNoteholders, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision the provisions of this AgreementAgreement or (ii) contractually restrict or otherwise directly and adversely affect the payment at or following (and, for the avoidance of doubt, solely at or following, and not prior to) maturity of the Second Lien Notes. (b) Without the prior written consent of the Senior RepresentativesFirst Lien Collateral Agent, no Junior Priority Debt Document may be amended, restated, supplemented amended and restated, supplemented, extended, renewed, replaced, restructured, or otherwise modified, or entered into, and no Indebtedness under the Junior Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled (other than mandatory prepayments) dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document or cause any additional scheduled payments (other than mandatory prepayments) of principal on Indebtedness to be paid, in each case, only to the extent such payment is scheduled to be paid prior to the final maturity date of any applicable Senior Obligation, or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount such Senior Obligations permitted to be incurred in accordance with the terms of revolving commitments, in each case, under the Senior Junior Priority Debt Documents in effect on the day of any date hereof or such later date to the extent such amount has been increased. No Junior Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, restatementsupplement or modification, supplementor the terms of any new Junior Priority Collateral Document, modification would be prohibited by or Refinancinginconsistent with any of the terms of this Agreement. (c) Each Junior Priority RepresentativeThe Second Lien Collateral Agent, for itself and on behalf of each other Junior Priority Debt Party under its Junior Priority Debt FacilityParty, agrees that the Borrower shall cause each Junior Priority Collateral Document under its Junior Priority Debt Facility shall to include the following language (or language to similar effect reasonably approved by the Designated Senior RepresentativeFirst Lien Collateral Agent and reasonably acceptable to the Second Lien Collateral Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority RepresentativeSecond Lien Collateral Agent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests interest granted in favor of the Senior Secured Parties (as defined in the Junior First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.Bank of Montreal, as collateral agent (or permitted successor collateral agent), pursuant to or in connection with (1) the Credit Agreement, dated as of November 25April 12, 20142017, among the Borrower, the Parent Guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc.the Bank of Montreal, as administrative agent Administrative Agent and collateral agentthe other parties thereto, as amended by that certain First Amendment to Credit Agreement, dated as of June 6, 2017 and that Second Amendment to Credit Agreement, dated as of April 19, 2018, as further amended, restated, amended and restated, replaced, extended, renewed, refinanced, supplemented or otherwise modified from time to time and (2) the Senior Secured Term Loan Agreement, dated as of April 12, 2017, among the Borrower, the Parent Guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Barclays Bank PLC, Administrative Agent and the other parties thereto, as further amended, restated, amended and restated, replaced, extended, renewed, refinanced, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority RepresentativeSecond Lien Collateral Agent] hereunder is subject to the limitations and provisions of the Junior First Lien/Second Lien Intercreditor Agreement dated as of [ [•] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior First Lien/Second Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc.Bank of Montreal, as Senior Credit Agreement First Lien Collateral Agent, [ ]Wilmington Trust, National Association, as Initial Junior Second Lien Collateral Agent, the Borrower Borrower, the Parent Guarantor and its subsidiaries the Subsidiaries of the Parent Guarantor from time to time party thereto and affiliated and other entities from time to time party thereto. In the event of any conflict between the terms of the Junior First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior First Lien/Second Lien Intercreditor Agreement shall govern.” ” (d) In the event that each applicable Senior Representative the First Lien Collateral Agent and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior RepresentativesFirst Lien Collateral Agent, the other Senior Secured Parties, the Borrower or any other Grantor thereunder (including excluding any amendment, waiver or consent resulting in the release of any Liens in Senior Collateral) in Collateral or having a manner that is applicable to all Senior Facilitiessubstantially similar effect of a release), then such amendment, waiver or consent shall shall, unless such amendment, waiver or consent would be prejudicial to the rights of the Junior Priority Parties to a greater extent than to the rights of the Senior Secured Parties (other than with respect to the Lien priorities with respect to the Junior Priority Parties and the Senior Secured Parties set forth herein), apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of the Second Lien Collateral Agent or any other Junior Priority Representative or any Junior Priority Debt Party and without any action by any Junior Priority Representativethe Second Lien Collateral Agent, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) or under the Junior Priority Documents and provided that there is a concurrent release of the corresponding Senior Liens or Liens, (B) amend, modify or otherwise affect the rights rights, privileges, immunities or duties of any Junior Priority Representative the Second Lien Collateral Agent in its role as Junior Priority Representative Second Lien Collateral Agent without its prior written consent or (C) permit any additional Liens on any Shared Collateral that are not permitted under the terms of the Junior Priority Documents or ARTICLE VI of this Agreement, and (ii) written notice of such amendment, waiver or consent shall have been given by the Borrower to each Junior Priority Representative the Second Lien Collateral Agent within 10 Business Days after the effectiveness of such amendment, waiver or consent. (e) The Borrower agrees to deliver to each of the First Lien Collateral Agent and the Second Lien Collateral Agent copies of (i) any amendments, supplements or other modifications to the Senior Debt Documents or the Junior Priority Debt Documents and (ii) any new Senior Debt Documents or Junior Priority Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents Obligations may be RefinancedRefinanced or replaced, in whole or in part, in each case, without the consent of any Junior Second Priority Representative or any Second Priority Debt Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Junior Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement. Agreement or (bii) Without increase the aggregate principal amount of the Senior Obligations that comprise principal in respect of loans or notes outstanding under the Senior Debt Documents to an amount in excess of the Senior Cap, without, in each case, the prior written consent of the Senior Representatives, no Junior Designated Second Priority Representative. (b) The Second Priority Debt Document Documents may be amended, restated, supplemented or otherwise modified, or entered intomodified in accordance with their terms, and no Indebtedness under the Junior Second Priority Debt Documents Obligations may be RefinancedRefinanced or replaced, to the extent such amendment, restatement, supplement in whole or modification or Refinancing, or the terms of such new Junior Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitmentsin part, in each case, under without the consent of any Senior Class Debt Representative or any Senior Class Debt Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Senior Priority Class Debt Documents on the day of any Representative, no such amendment, restatement, supplement, modification or Refinancing. Refinancing (cor successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement, (ii) amend any term relating to payment or prepayment of the Senior Obligations in a manner adverse to the interests of the Senior Class Debt Parties or (iii) increase the aggregate principal amount of the Second Priority Debt Obligations that comprise principal in respect of loans or notes outstanding under the Second Priority Debt Documents to an amount in excess of the Second Priority Cap, without, in each case, the prior written consent of the Designated Senior Representative. Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that each Junior Second Priority Collateral Document under its Junior Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Term Intercreditor Agreement referred to below) and the ABL Secured Parties (as defined in the ABL/Term Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.Royal Bank of Canada, as collateral administrative agent, pursuant to or in connection with (A) the Credit Agreement, dated as of November 25January 13, 20142012 (as amended, restated, supplemented or otherwise modified from time to time), among Number Holdings, Inc. (“Holdings”), 99 Cents Only Stores LLC (the “Borrower”), the other guarantors Subsidiaries of the Borrower from time to time party thereto, the lenders from time to time party thereto and Royal Bank of Canada, as administrative agent and collateral agent and (B) the Credit Agreement, dated as of January 13, 2012 (as amended, restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the Subsidiaries of the Borrower from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc.the lenders from time to time party thereto and Royal Bank of Canada, as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] Collateral Agent hereunder is subject to the limitations and provisions of (A) the Junior Lien Term Loan Intercreditor Agreement Agreement, dated as of [ ] November 7, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Term Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior FundingHoldings, Inc.the Borrower, Royal Bank of Canada, as Senior Credit Agreement Collateral Administrative Agent, [ ]Wilmington Trust, National Association, as Representative for the Initial Junior Lien Collateral AgentSecond Priority Debt Parties, and each additional Second Priority Representative and Senior Representative from time to time party thereto and (B) the Intercreditor Agreement, dated as of January 13, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the Borrower “ABL/Term Intercreditor Agreement” and, together with the Term Intercreditor Agreement, the “Intercreditor Agreements”), among Holdings, the Borrower, Royal Bank of Canada, as representative for the ABL Secured Parties thereunder, Royal Bank of Canada, as representative for the Term Secured Parties thereunder, and its subsidiaries each additional secured party and affiliated entities representative from time to time party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement Agreements and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement Agreements shall govern.” The inclusion of the foregoing language in the Second Priority Collateral Documents does not modify or impair the rights of the applicable Senior Secured Parties against the applicable Grantors. The failure to include such language in any Second Priority Collateral Document shall not give rise to any liability on the part of any party to this Agreement with respect to such Second Priority Collateral Document. (dc) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Second Priority Collateral Document without the consent of any Junior Second Priority Representative or any Junior Second Priority Debt Party and without any action by any Junior Second Priority Representative, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Second Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a substantially concurrent release of the corresponding Senior Liens or Liens, (B) amend, modify or otherwise affect be adverse in any material respect to the Second Priority Debt Parties to a greater extent than to the Senior Secured Parties (other than by virtue of the relative priorities and rights or duties provided for in this Agreement) without the prior written consent of any Junior the Designated Second Priority Representative in its role as Junior or (C) impose additional duties that are adverse on any Second Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Second Priority Representative within 10 Business Days thirty (30) days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness and validity thereof. (d) The Borrower agrees to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any material amendments, supplements or other modifications to the material Senior Debt Documents or the material Second Priority Debt Documents and (ii) any new material Senior Debt Documents or material Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior ABL Debt Documents may be amended, restated, supplemented or amended and restated, supplemented, extended, renewed, replaced, restructured, and/or otherwise modified in accordance with their terms, and the Indebtedness under the Senior ABL Debt Documents may be RefinancedRefinanced or replaced, in whole or in part, in each case, without the consent of any Junior Term Priority Debt Party, all without affecting the Lien priorities provided for herein and the other provisions hereof; provided, however, that, without the consent of the Junior Designated Term Priority Majority RepresentativesRepresentative, no such amendment, restatement, amendment and restatement, supplement, extension, renewal, replacement, restructuring or other modification or Refinancing (or successive amendments, restatements, amendment and restatements, supplements, modifications extensions, renewals, replacements, restructurings or Refinancingsother modifications) shall contravene any provision the provisions of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior The Term Priority Debt Document Documents may be amended, restated, supplemented or amended and restated, supplemented, extended, renewed, replaced, restructured, and/or otherwise modified, or entered intomodified in accordance with their terms, and no the Indebtedness under the Junior Term Priority Debt Documents may be RefinancedRefinanced or replaced, to in whole or in part, in each case, without the extent consent of any ABL Secured Party, all without affecting the Lien priorities provided for herein and the other provisions hereof; provided, however, that, without the consent of the ABL Representative, no such amendment, restatement, supplement amendment and restatement, supplement, extension, renewal, replacement, restructuring or other modification (or Refinancingsuccessive amendments, restatements, amendment and restatements, supplements, extensions, renewals, replacements, restructurings or the terms of such new Junior Priority Debt Document, would (iother modifications) shall contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (c) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that each Junior Priority Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior ABL Representative] [Term Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted lien priorities set forth in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc., as collateral agent, pursuant to or in connection with the Credit Agreement, dated as of November 25, 2014, among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien that certain ABL Intercreditor Agreement dated as of [ ] December 15, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien ABL Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior FundingCitibank, Inc.N.A., as Senior Credit Agreement Collateral AgentABL Representative, [ ]Xxxxxxx Xxxxx Bank USA, as Initial Junior First Lien Term Collateral AgentRepresentative, Holdings, the Borrower and its subsidiaries the Subsidiaries of Holdings from time to time party thereto and affiliated entities party theretothereto and (ii) the exercise of any right or remedy by the [ABL Representative] [Term Priority Representative] hereunder is subject to the limitations and provisions of the ABL Intercreditor Agreement. In the event of any conflict between the terms of the Junior Lien ABL Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien ABL Intercreditor Agreement shall governgovern and control.” ” (d) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any Junior Priority Representative or any Junior Priority Debt Party and without any action by any Junior Priority Representative, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Priority Representative in its role as Junior Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Priority Representative by the Borrower within 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be Refinanced, in each case, without the consent of any Junior Second Priority Debt Party; provided, however, that, without the consent of the Junior Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior Second Priority Debt Document may be amended, restated, supplemented or otherwise modified, or entered into, and no Indebtedness under the Junior Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Second Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Second Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (c) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that each Junior Second Priority Collateral Document under its Junior Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.Deutsche Bank AG New York Branch, as collateral agent, pursuant to or in connection with the First Lien Credit Agreement, dated as of November 25, 2014[ ], among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc.Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Second Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc.Deutsche Bank AG New York Branch, as Senior First Lien Credit Agreement Collateral Agent, [ ], as Initial Junior Second Lien Collateral Agent, the Borrower and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” ” (d) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Second Priority Collateral Document without the consent of any Junior Second Priority Representative or any Junior Second Priority Debt Party and without any action by any Junior Second Priority Representative, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Second Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Second Priority Representative in its role as Junior Second Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Second Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent. (e) The Borrower agrees to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any amendments, supplements or other modifications to the Senior Debt Documents or the Second Priority Debt Documents and (ii) any new Senior Debt Documents or Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness Debt under the Senior Debt Documents may be Refinanced, in each case, without the consent of any Junior Priority Debt Secured Party; provided, however, that, without the consent of the Junior Priority Majority RepresentativesRepresentative, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement, (ii) modify a covenant or event of default that directly restricts one or more Grantors from making payments under the Junior Debt Documents that would otherwise be permitted under the Senior Debt Documents as in effect on the date hereof, (iii) increase (A) the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the Senior Facility, or a letter of credit, commitment, facility, utilization, original issue discount or similar fee so that all in weighted average yield to maturity are increased by more than 2.00% per annum in the aggregate at any level of pricing, but excluding increases resulting from (1) application of the pricing grid set forth in the Senior Credit Agreement as in effect on the date hereof, (2) the accrual of interest at the default rate, or (3) any Borrowing Base increase or upfront fee payable in connection with an increase to the Borrowing Base thereunder, whether payable at one time or in multiple installments, or (B) the default rate of interest (including by changing the conditions to the application thereof), (iv) subordinate any Lien on any Senior Collateral (other than a subordination to any Lien permitted under the Senior Facility and the Junior Facility), (v) subordinate in right of payment any of the Senior Obligations, (vi) shorten the final scheduled maturity of the Senior Facility (provided that this limitation shall not prevent termination of the commitments or acceleration following an event of default thereunder), or (vii) amend the definition of “Eligible Assignee” in a manner adverse to the Junior Representative or the Junior Secured Parties. (b) Without the prior written consent of the Senior Representatives, no The Junior Priority Debt Document Documents may be amended, restated, supplemented or otherwise modified, or entered intomodified in accordance with their terms, and no Indebtedness the Debt under the Junior Priority Debt Documents may be Refinanced, to in each case, without the extent consent of any Senior Secured Party; provided, however, that, without the consent of the Senior Representative, no such amendment, restatement, supplement or supplement, modification or RefinancingRefinancing (or successive amendments, restatements, supplements, modifications or the terms of such new Junior Priority Debt Document, would Refinancings) shall (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates date for payment of principal (including the final maturity date) or of interest on Indebtedness Debt under such Junior Priority Debt Document or to a date earlier than 91 days after the latest maturity date then in effect for the Senior Obligations, (iii) reduce the capacity to incur Indebtedness Debt for borrowed money constituting Senior Obligations Obligations, (iv) restrict the Borrower or any other obligor thereunder from making payments of the Senior Obligations, (v) amend, supplement or otherwise modify the terms “Default” or “Event of Default” (or words of similar import) contained in any Junior Debt Document in a manner that is adverse to an any Senior Secured Party, (vi) otherwise increase the principal amount less of, or other amounts owing in respect of, the Junior Obligations, (vii) confer additional rights on the Junior Secured Parties in a manner that is adverse to the Senior Secured Parties, (viii) increase (A) the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the Junior Facility, or a commitment, facility, utilization, upfront, original issue discount or similar fee so that all in weighted average yield to maturity are increased by more than 2.00% per annum in the aggregate principal amount at any level of term loans pricing, but excluding increases resulting from (1) application of the pricing grid set forth in the Junior Term Loan Agreement as in effect on the date hereof or outstanding notes and aggregate principal amount (2) the accrual of revolving commitmentsinterest at the default rate, in each caseor (B) the default rate of interest (including by changing the conditions to the application thereof), (ix) subordinate any Lien on any Junior Collateral (other than a subordination to any Lien permitted under the Senior Debt Documents on Facility and the day Junior Facility), or (x) subordinate in right of payment any such amendment, restatement, supplement, modification or Refinancingof the Junior Obligations. (c) Each The Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt FacilitySecured Party, agrees that each Junior Priority Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.Société Générale, as collateral administrative agent, pursuant to or in connection with the Third Amended and Restated Credit Agreement, dated as of November 25June 11, 2014, among the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc.Société Générale, as administrative agent and collateral agentissuing lender and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] November 13, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Fundingthe Borrower, Inc.the Grantors (as defined in the Intercreditor Agreement), Société Générale, as Senior Credit Agreement Collateral AgentRepresentative, [ ]and Xxxxxx Xxxxxx Energy Servicer, LLC, as Initial Junior Lien Collateral Agent, the Borrower and its subsidiaries and affiliated entities party theretoRepresentative. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this [Agreement], the terms of the Junior Lien Intercreditor Agreement shall govern.” ” (d) In the event that each applicable the Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior RepresentativesRepresentative (other than a release of Lien, which shall be governed by Section 5.01), the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all the Senior FacilitiesFacility, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Collateral Document without the consent of any the Junior Priority Representative or any Junior Priority Debt Secured Party and without any action by any the Junior Priority Representative, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or Liens, (B) amend, modify or otherwise affect the rights or duties of any of, or impose duties on, the Junior Priority Representative in its role as Junior Priority Representative without its prior written consent consent, (C) alter the terms of the Junior Debt Documents to permit other Liens on the Collateral not permitted under the terms of the Junior Debt Documents as in effect on the date hereof or Article VI hereof, or (D) be prejudicial to the interests of the Junior Secured Parties to a greater extent than the Senior Secured Parties (other than by virtue of their relative priority and the rights and obligations hereunder) and (ii) written notice of such amendment, waiver or consent shall have been given to each the Junior Priority Representative within 10 ten (10) Business Days after the effectiveness of such amendment, waiver or consent. (e) The Borrower agrees to deliver to the Senior Representative and the Junior Representative copies of (i) any amendments, supplements or other modifications to the Senior Debt Documents or the Junior Debt Documents and (ii) any new Senior Debt Documents or Junior Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be Refinanced, in each case, without the consent of any Junior Second Priority Debt Party; provided, however, that, without the consent of the Junior Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior Second Priority Debt Document may be amended, restated, supplemented or otherwise modified, or entered into, and no Indebtedness under the Junior Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Second Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Second Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (c) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that each Junior Second Priority Collateral Document under its Junior Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. , Inc., as collateral agent, pursuant to or in connection with the Credit Agreement, dated as of November 25December 14, 20142012, among the Borrower, the other guarantors from time to time party theretoBorrowers, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agentagent and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Second Priority Representative] hereunder is subject to the limitations and provisions of the Junior Second Lien Intercreditor Agreement dated as of [ ] ], 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Second Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc., as Senior Credit Agreement First Lien Collateral Agent, [ ], as Initial Junior Lien Collateral AgentSecond Priority Representative, the Borrower Borrowers and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Second Lien Intercreditor Agreement shall govern.” ” (d) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower Borrowers or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Second Priority Collateral Document without the consent of any Junior Second Priority Representative or any Junior Second Priority Debt Party and without any action by any Junior Second Priority Representative, the Borrower Borrowers or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Second Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Second Priority Representative in its role as Junior Second Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Second Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent. (e) The Borrowers agree to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any amendments, supplements or other modifications to the Senior Debt Documents or the Second Priority Debt Documents and (ii) any new Senior Debt Documents or Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Senior Debt Documents may be Refinanced, in each case, without the consent of any Junior Second Priority Debt Party; provided, however, that, without the consent of the Junior Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the Senior Representatives, no Junior Second Priority Debt Document may be amended, restated, supplemented or otherwise modified, or entered into, and no Indebtedness under the Junior Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Junior Second Priority Debt Document, would (i) contravene the provisions of this Agreement, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or of interest on Indebtedness under such Junior Second Priority Debt Document or (iii) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans or outstanding notes and aggregate principal amount of revolving commitments, in each case, under the Senior Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing. (c) Each Junior Second Priority Representative, for itself and on behalf of each Junior Second Priority Debt Party under its Junior Second Priority Debt Facility, agrees that each Junior Second Priority Collateral Document under its Junior Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.Deutsche Bank AG New York Branch, as collateral agent, pursuant to or in connection with the First Lien Credit Agreement, dated as of November 25December 27, 20142016, among Holdings, the Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc.Deutsche Bank AG New York Branch, as administrative agent and agent, collateral agent, swing line lender and L/C issuer, and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Second Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior Funding, Inc.Deutsche Bank AG New York Branch, as Senior First Lien Credit Agreement Collateral Agent, [ ], as Initial Junior Second Lien Collateral Agent, Holdings, the Borrower and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” ” (d) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Second Priority Collateral Document without the consent of any Junior Second Priority Representative or any Junior Second Priority Debt Party and without any action by any Junior Second Priority Representative, the Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Second Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of any Junior Second Priority Representative in its role as Junior Second Priority Representative without its prior written consent and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Second Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent. (e) The Borrower agrees to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any amendments, supplements or other modifications to the Senior Debt Documents or the Second Priority Debt Documents and (ii) any new Senior Debt Documents or Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Debt Documents. (a) The Senior Without the prior written consent of the Second Lien Collateral Agent (to be given or withheld at the written direction of the Majority Holders) on at least ten (10) Business Days’ prior notice to the Second Lien Representatives, or unless permitted under the Second Lien Debt Documents Documents, unless and until the Discharge of Second Lien Obligations has occurred, notwithstanding anything herein to the contrary, (x) no First Lien Debt Document may be entered into, amended, restated, supplemented supplemented, replaced or otherwise modified in accordance with their terms, and the Indebtedness no Debt under the Senior First Lien Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement, replacement or modification or Refinancing, or the terms of such new First Lien Debt Document, would (i) contravene the provisions of this Agreement or any of the Second Lien Debt Documents, (ii) reduce the capacity to incur Obligations constituting Second Lien Obligations, in each case, without under the consent Second Lien Debt Documents on the day of any Junior Priority Debt Party; provided, however, that, without the consent of the Junior Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing; (iii) increase the principal amount of the First Lien Credit Agreement or any Replacement First Lien Debt in respect thereof in excess of the First Lien Priority Cap Amount, or (iv) impose additional restrictions on the ability of the obligor thereunder to pay or repay any Second Lien Obligations then outstanding; and (y) no First Lien Debt Document may be entered into, amended, restated, supplemented, replaced or otherwise modified to the extent such amendment, supplement or modification, or the terms of any new First Lien Debt Document, would be prohibited by, or would require any Credit Party to act or refrain from acting in a manner that would violate, any of the terms of this Agreement. In connection with any Refinancing of any Debt under any First Lien Debt Document (x) Stone Energy will deliver an Officer’s Certificate to the Second Lien Collateral Agent certifying that such Refinancing is permitted by the Second Lien Debt Documents and (y) the holders (and their representatives) of any such Refinancing Debt shall execute a Joinder Agreement or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision otherwise bind themselves in writing to the terms of this Agreement. (b) Without the prior written consent of the Senior First Lien Representative on at least fifteen (15) Business Days’ prior notice to the First Lien Representatives, or unless permitted under the First Lien Debt Documents, unless and until the Discharge of First Lien Obligations has occurred, notwithstanding anything herein to the contrary, (x) no Junior Priority Second Lien Debt Document may be entered into, amended, restated, supplemented supplemented, replaced or otherwise modified, or entered into, modified and no Indebtedness Debt under the Junior Priority Second Lien Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement supplement, replacement or modification or Refinancing, or the terms of such new Junior Priority Second Lien Debt Document, would (i) contravene the provisions of this AgreementAgreement or any of the First Lien Debt Documents, (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) under such Second Lien Debt Document or of interest on Indebtedness Debt under such Junior Priority Second Lien Debt Document, (iii) modify (or have the effect of a modification of) the mandatory prepayment provisions of the applicable Second Lien Debt Document or for such Second Lien Debt Facility in a manner that would result in the weighted average life to maturity being less than the weighted average life to maturity of the Second Lien Obligations under such Second Lien Debt Document prior to giving effect thereto, (iiiiv) reduce the capacity to incur Indebtedness for borrowed money Obligations constituting Senior First Lien Obligations to an amount less below the First Lien Priority Cap Amount or add new restrictions (other than as to amount) applicable to the aggregate incurrence of First Lien Obligations, (v) increase the principal amount of term loans the Second Lien Notes or outstanding notes and aggregate principal any Replacement Second Lien Debt in respect thereof in excess of the amount of revolving commitments, in each case, permitted under the Senior First Lien Debt Documents, (vi) increase the interest rate or yield applicable to any Obligations in respect of Second Lien Indenture Documents and any Replacement Second Lien Debt Document with respect thereto by more than 3% per annum (excluding increases resulting from the accrual of interest at the default rate), (vii) change any default or Event or Default thereunder in a manner adverse to the Credit Parties thereunder (other than to eliminate any 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 any Credit Parties), (viii) increase materially the obligations of the obligor thereunder or to confer any additional material rights on the lenders under the Second Lien Facilities (or a representative on their behalf) which would be adverse to any Credit Party or First Lien Secured Parties; and (y) no Second Lien Debt Document may be entered into, amended, restated, supplemented, replaced or otherwise modified to the extent such amendment, supplement or modification, or the terms of any new Second Lien Debt Document, would be prohibited by, or would require any Credit Party to act or refrain from acting in a manner that would violate, any of the terms of this Agreement. In connection with any Refinancing of any Debt under any Second Lien Debt Document (x) Stone Energy will deliver an Officer’s Certificate to the First Lien Representative certifying that such Refinancing is permitted by the First Lien Debt Documents on and (y) the day holders (and their representatives) of any such amendment, restatement, supplement, modification Refinancing Debt shall execute a Joinder Agreement or Refinancingotherwise bind themselves in writing to the terms of this Agreement. (c) Each Junior Priority The Second Lien Collateral Agent and each Second Lien Representative, for itself and on behalf of each Junior Priority Debt Second Lien Secured Party under its Junior Priority Second Lien Debt Facility, each agrees that each Junior Priority Second Lien Collateral Document under its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior RepresentativeFirst Lien Administrative Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Junior Priority Representative] Second Lien Collateral Agent pursuant to this Agreement are expressly subject and and, to the extent set forth in the Intercreditor Agreement referred to below, subordinate to the liens and security interests granted in favor of the Senior First Lien Secured Parties (as defined in the Junior Lien such Intercreditor Agreement referred to belowAgreement), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding. Inc.Bank of America, N.A., as collateral administrative agent, pursuant to or in connection with the Fifth Amended and Restated Credit Agreement, dated as of November 25, 2014on or about the date hereof, among the Borrower, the other guarantors from time to time party theretoStone Energy Corporation, the lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior FundingBank of America, Inc.N.A., as administrative agent agent, and collateral agentthe other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Junior Priority Representative] Second Lien Collateral Agent hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ] on or about the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Xxxxxx Xxxxxxx Senior FundingStone Energy Corporation, Inc.Bank of America, N.A., as Senior Credit Agreement Collateral Agentfirst lien administrative agent, [ ]The Bank of New York Mellon Trust Company, N.A., as Initial Junior Lien Collateral Agent, second lien collateral agent and the Borrower and its subsidiaries and affiliated entities party other parties thereto. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.” In addition, each Second Lien Mortgage covering any Collateral shall contain such other language as the First Lien Administrative Agent may reasonably request to reflect the lien subordination of such Second Lien Mortgage to the First Lien Collateral Document covering such Collateral. (d) In the event that each applicable Senior Representative the First Lien Administrative Agent and/or the Senior First Lien Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior 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 Senior First Lien Collateral Document or changing in any manner the rights of the Senior RepresentativesFirst Lien Administrative Agent, the Senior First Lien Secured Parties, the Borrower or any other Grantor Credit Party thereunder (including the release of any Liens in Senior CollateralFirst Lien Collateral or any Guarantees in favor of the First Lien Secured Parties) in a manner that is applicable to all Senior First Lien Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Junior Priority Second Lien Collateral Document without the consent of any Junior Priority Representative the Second Lien Collateral Agent or any Junior Priority Debt Second Lien Secured Party and without any action by the Second Lien Collateral Agent, any Junior Priority Representative, the Borrower other Second Lien Secured Party or any other GrantorCredit Party; provided, however, that (i) no such amendment, waiver or consent shall (A) remove assets subject to the Junior Second Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) and provided that there is a concurrent release of the corresponding Senior Liens or First Priority Liens, (B) amend, modify or otherwise affect the rights or duties of the Second Lien Collateral Agent or any Junior Priority Second Lien Representative in its role as Junior Priority Collateral Agent or Representative without its prior written consent consent, (C) impose duties on any of the Second Lien Secured Parties without their consent, (D) permit Liens on the Collateral not permitted under the Second Lien Debt Documents, or (E) be prejudicial to the interests of Second Lien Secured Parties to a greater extent than the interests of the First Lien Secured Parties (other than by virtue of their relative priorities and rights and obligations under this Agreement) and (ii) written notice of such amendment, waiver or consent shall have been given to each Junior Priority Representative within 10 Business Days the Second Lien Collateral Agent promptly after the effectiveness of such amendment, waiver or consent. (e) Stone Energy agrees to deliver to each Collateral Agent copies of (i) any amendments, supplements or other modifications to the Secured Debt Documents and (ii) any new Secured Debt Documents promptly after effectiveness thereof.