Common use of Amendments to Debt Documents Clause in Contracts

Amendments to Debt Documents. (a) Provided that at least 15% of the original principal amount of the Aggregate Convertible Debentures are outstanding, neither the Company nor any of its Subsidiaries shall or shall permit any change, amendment, supplement or other modification of any terms of the SVB Facility or related documents, without the prior consent of the Aggregate Convertible Debenture Super Majority (based on outstanding principal amount) of the Aggregate Convertible Debentures, if the effect of such change, amendment, supplement or other modification (or renewal, refinancing, refunding or extension) is to: (i) increase any applicable margin with respect to the interest rate in effect on the extensions of credit under the SVB Facility by more than a rate equal to 2% per annum from those provided for in the SVB Facility as in effect on the date hereof, or otherwise change the basis for the calculation of the interest rate thereunder if such change has the effect of increasing the interest rate charged thereunder by more than 2% per annum from those provided for in the SVB Facility as in effect on the date hereof (provided, that nothing herein shall preclude the imposition of a post-default rate of interest in the amount and under the circumstances provided in the SVB Facility as in effect on the date hereof); (ii) shorten or extend the scheduled maturity of any payment of any principal amount of the revolving loans under the SVB Facility from the scheduled maturity thereof as in effect on the date hereof, except extending the payment schedule of such revolving loans so long as the final maturity on such loans shall fall on or before 180 days prior to January 10, 2005 (provided, that nothing herein shall preclude the Issuers from reducing the amount of commitments under the SVB Facility); (iii) add any additional defaults or events of default under the SVB Facility or permit any modifications to the terms of any defaults or events of default under the SVB Facility except for any modifications to make such terms less restrictive on the Issuers and their Subsidiaries); (iv) make any numerically based restriction in any one or more of the financial covenants under the SVB Facility (or related documents) as in effect on the date hereof more restrictive on the Issuers and their Subsidiaries by more than 10%; provided,

Amendments to Debt Documents. (a) Provided that at least 15% of The Super Senior Debt Documents may be amended, restated, supplemented, or otherwise modified in accordance with their terms, and the original principal amount of Indebtedness under the Aggregate Convertible Debentures are outstandingSuper Senior Debt Documents may be Refinanced, neither the Company nor any of its Subsidiaries shall or shall permit any change, amendment, supplement or other modification of any terms of the SVB Facility or related documentsin each case, without the prior consent of any First Lien Priority Debt Party; provided, however, that, without the consent of the Aggregate Convertible Debenture Super First Lien Priority Majority (based on outstanding principal amount) of the Aggregate Convertible DebenturesRepresentatives, if the effect of no such change, amendment, supplement restatement, supplement, modification, or other modification Refinancing (or renewalsuccessive amendments, refinancingrestatements, refunding supplements, modifications, or extensionRefinancings) is toshall: (i) increase add any applicable margin with respect additional restrictions on the rights of the Grantors, taken as a whole, to make payments of the First Lien Priority Debt Obligations, including the scheduled payment of principal or interest under the First Lien Priority Debt Documents when due, that are more restrictive to the interest rate in effect on Grantors than the extensions of credit restrictions under the SVB Facility by more than a rate equal to 2% per annum from those provided for in the SVB Facility as in effect on the date hereof, or otherwise change the basis for the calculation of the interest rate thereunder if such change has the effect of increasing the interest rate charged thereunder by more than 2% per annum from those provided for in the SVB Facility as in effect on the date hereof (provided, that nothing herein shall preclude the imposition of a post-default rate of interest in the amount this Agreement and under the circumstances provided in the SVB Facility as in effect on the date hereof); (ii) shorten or extend the scheduled maturity of any payment of any principal amount of the revolving loans under the SVB Facility from the scheduled maturity thereof other Super Senior Debt Documents as in effect on the date hereof, except extending for restrictions resulting from any action permitted under another provision hereof or any amendment or deletion of any definition used therein and amendments that have the indirect effect of restricting any Grantor’s ability to pay such payment schedule or otherwise restrict such payments; (ii) contravene the provisions of this Agreement; (iii) alter the role of the First Lien Priority Representative or the Initial First Lien Collateral Agent or impair the right or ability of the First Lien Priority Representative, the Initial First Lien Collateral Agent or the Administrative Agent to receive any fees, be reimbursed for any expenses or receive any amounts in connection with any claims for indemnity; (iv) directly or indirectly result in an increase in the Total Yield on Indebtedness constituting Super Senior Obligations to an amount greater than 5.0% per annum on a weighted average basis above the Total Yield on the Indebtedness constituting Super Senior Obligations outstanding on the date hereof; (v) add any additional restrictions on the amendment of the First Lien Priority Debt Documents that are more restrictive to the Grantors than the restrictions set forth herein; (vi) amend any mandatory redemption or prepayment provisions of the Super Senior Debt Documents (as in effect on the date hereof) to change the conditions giving rise to mandatory redemption or prepayment obligations, increase the amount (or method of calculating the amount) of any mandatory redemption or prepayment, or change the timing for making such mandatory redemption or prepayment under the Super Senior Debt Documents as of the date hereof, except for restrictions resulting from any action permitted under another provision hereof or any amendment or deletion of any definition used therein and amendments that have the indirect effect of restricting any Grantor’s ability to pay such payment or otherwise restrict such payments; or (vii) increase the aggregate principal amount of the Super Senior Obligations in excess of the Maximum Super Senior Cap Amount; provided that the provisions of this clause (vii) shall not limit any DIP Financing provided in accordance with Section 7.01. (b) The First Lien Priority Debt Documents may be amended, restated, supplemented, or otherwise modified in accordance with their terms, and the Indebtedness under the First Lien Priority Debt Documents may be Refinanced, in each case, without the consent of any Super Senior Secured Party; provided, however, that, without the prior written consent of the Super Senior Representatives, no First Lien Priority Debt Document may be amended, restated, supplemented, or otherwise modified, or entered into, and no Indebtedness under the First Lien Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement, or modification or Refinancing, or the terms of such revolving loans so long as new First Lien Priority Debt Document, would: (i) contravene the provisions of this Agreement or any then extant First Lien Priority Debt Document or Super Senior Debt Document; (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity on date) under such loans shall fall on or before 180 days prior to January 10First Lien Priority Debt Documents (excluding, 2005 (providedfor avoidance of doubt, that nothing herein shall preclude the Issuers from reducing acceleration of such maturity of any First Lien Priority Debt Obligations after the amount occurrence of commitments an event of default under the SVB Facilityapplicable First Lien Priority Debt Documents); (iii) add any additional defaults restrictions on the rights of the Grantors, to make the scheduled payment of principal or events of default interest under the SVB Facility or permit any modifications to the terms of any defaults or events of default under the SVB Facility except for any modifications to make such terms less restrictive on the Issuers and their Subsidiaries)Super Senior Debt Documents when due; (iv) make directly or indirectly result in an increase in the Total Yield on Indebtedness constituting First Lien Priority Debt Obligations to an amount greater than 5.0% per annum on a weighted average basis above the Total Yield on the Indebtedness constituting First Lien Priority Debt Obligations outstanding on the date hereof; (v) add any numerically based restriction in any one or more additional restrictions on the amendment of the financial covenants under Super Senior Debt Documents, which are more restrictive on the SVB Facility Grantors than the restrictions set forth herein; (vi) increase the aggregate principal amount of the First Lien Priority Debt Obligations in excess of the Maximum First Lien Priority Cap Amount (provided that the provisions of this clause (vi) shall not limit any DIP Financing provided in accordance with Section 7.01); (vii) amend any mandatory redemption or related documents) prepayment provisions of the First Lien Priority Debt Document (as in effect on the date hereof) to change the conditions giving rise to mandatory redemption or prepayment obligations, increase the amount (or method of calculating the amount) of any mandatory redemption or prepayment, or change the timing for making such mandatory redemption or prepayment under the First Lien Priority Debt Document as of the date hereof, except for restrictions resulting from any action permitted under another provision hereof more restrictive or any amendment or deletion of any definition used therein and amendments that have the indirect effect of restricting any Grantor’s ability to pay such payment or otherwise restrict such payments; or (viii) modify or add a covenant or event of default with the effect of directly restricting a Grantor from making payments of the Super Senior Obligations that would have been permitted under the Initial First Lien Agreement and this Agreement, each as of the date hereof. (c) Each First Lien Priority Representative, for itself and on behalf of each First Lien Priority Debt Party under its First Lien Priority Debt Facility, agrees that each First Lien Priority Collateral Document under its First Lien Priority Debt Facility but not including the Issuers Initial First Lien Guarantee Agreement shall include the following language (or language to similar effect reasonably approved by the Designated Super Senior Representative): “Notwithstanding anything herein to the contrary, the lien and their Subsidiaries security interest granted to the collateral agent pursuant to this Agreement and the exercise of any right or remedy by more than 10%the collateral agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of March 6, 2020 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Intercreditor Agreement”), among Guggenheim Credit Services, LLC, as Super Senior Credit Agreement Collateral Agent, GLAS Americas LLC, as Initial First Lien Collateral Agent, and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” (d) In the event that the Designated Super Senior Representative or the Super Senior Secured Parties enter into any amendment, waiver, or consent in respect of any of the Super Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Super Senior Collateral Document or changing in any manner the rights of the Super Senior Representatives, the Super Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Super Senior Collateral) in a manner that is applicable to all Super Senior Facilities, then such amendment, waiver, or consent shall apply automatically to any comparable provision of each comparable First Lien Priority Collateral Document without the consent of any First Lien Priority Representative or any First Lien Priority Debt Party and without any action by any First Lien Priority Representative, the Borrower, or any other Grantor; provided,, however, that (i) no such amendment, waiver, or consent shall (A) remove assets or property subject to the First Lien Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 6.01(a) and provided that there is a concurrent release of the corresponding Super Senior Liens, (B) amend, modify or otherwise affect the rights or duties of any First Lien Priority Representative in its role as First Lien Priority Representative without its prior written consent, or (C) require the consent of the First Lien Priority Majority Representatives under Section 5.03(a) and (ii) written notice of such amendment, waiver, or consent shall have been given by the Borrower to each First Lien Priority Representative within ten Business Days after the effectiveness of such amendment, waiver, or consent; provided, further, 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 Designated Super Senior Representative and the Designated First Lien Priority Representative copies of (i) any amendments, supplements, or other modifications to the Super Senior Debt Documents or the First Lien Priority Debt Documents and (ii) any new Super Senior Debt Documents or First Lien Priority Debt Documents promptly after effectiveness thereof; provided, in each case, that the failure to deliver such documents shall not affect the effectiveness and validity thereof.

Amendments to Debt Documents. (a) Provided that at least 15% of the original principal amount of the Aggregate Convertible Debentures are outstanding, neither the Company nor any of its Subsidiaries shall or shall permit any change, amendment, supplement or other modification of any terms of the SVB Facility or related documents, without the prior consent of the Aggregate Convertible Debenture Super Majority (based on outstanding principal amount) of the Aggregate Convertible Debentures, if the effect of such change, amendment, supplement or other modification (or renewal, refinancing, refunding or extension) is to: (i) increase any applicable margin with respect to the interest rate in effect on the extensions of credit under the SVB Facility by more than a rate equal to 2% per annum from those provided for in the SVB Facility as in effect on the date hereof, or otherwise change the basis for the calculation of the interest rate thereunder if such change has the effect of increasing the interest rate charged thereunder by more than 2% per annum from those provided for in the SVB Facility as in effect on the date hereof (provided, that nothing herein shall preclude the imposition of a post-default rate of interest in the amount and under the circumstances provided in the SVB Facility as in effect on the date hereof); (ii) shorten or extend the scheduled maturity of any payment of any principal amount of the revolving loans under the SVB Facility from the scheduled maturity thereof as in effect on the date hereof, except extending the payment schedule of such revolving loans so long as the final maturity on such loans shall fall on or before 180 days prior to January 10, 2005 (provided, that nothing herein shall preclude the Issuers from reducing the amount of commitments under the SVB Facility); (iii) add any additional defaults or events of default under the SVB Facility or permit any modifications to the terms of any defaults or events of default under the SVB Facility except for any modifications to make such terms less restrictive on the Issuers and their Subsidiaries); (iv) make any numerically based restriction in any one or more of the financial covenants under the SVB Facility (or related documents) as in effect on the date hereof more restrictive on the Issuers and their Subsidiaries by more than 10%; provided,, that, an amendment to a numerically based restriction in a financial covenant in the SVB Facility shall result in an automatic equal percentage amendment (an "Automatic Financial Covenant Amendment") in the corresponding financial covenant (if any) in the Financing Documents (and the Issuers agree to execute and deliver promptly thereafter an amendment thereto that incorporates each such Automatic Financial Covenant Amendment); (v) add any financial covenant to the SVB Facility; or (vi) except in connection with waiving any violation of the SVB Facility or modifying any covenant to eliminate any violation of the SVB Facility, add any negative covenant.

Amendments to Debt Documents. (a) Provided that at least 15% of the original principal amount of the Aggregate Convertible Debentures are outstanding, neither Neither the Company nor any of its Subsidiaries shall or shall permit any change, amendment, supplement or other modification of any terms of the SVB Facility or related documents, without the prior consent of the Aggregate Convertible Debenture Super Majority (based on outstanding principal amount) of the Aggregate Convertible DebenturesPurchasers, if the effect of such change, amendment, supplement or other modification (or renewal, refinancing, refunding or extension) is to: (i) : increase any applicable margin with respect to the interest rate in effect on the extensions of credit under the SVB Facility by more than a rate equal to 2% per annum from those provided for in the SVB Facility as in effect on the date hereof, or otherwise change the basis for the calculation of the interest rate thereunder if such change has the effect of increasing the interest rate charged thereunder by more than 2% per annum from those provided for in the SVB Facility as in effect on the date hereof (provided, that nothing herein shall preclude the imposition of a post-default rate of interest in the amount and under the circumstances provided in the SVB Facility as in effect on the date hereof); (ii) ; shorten or extend the scheduled maturity of any payment of any principal amount of the revolving loans under the SVB Facility from the scheduled maturity thereof as in effect on the date hereof, except extending the payment schedule of such revolving loans so long as the final maturity on such loans shall fall on or before 180 days prior to January 10, 2005 the maturity date (provided, that nothing herein shall preclude the Issuers from reducing the amount of commitments under the SVB Facility); (iii) ; add any additional defaults or events of default under the SVB Facility or permit any modifications to the terms of any defaults or events of default under the SVB Facility except for any modifications to make such terms less restrictive on the Issuers and their Subsidiaries); (iv) ; make any numerically based restriction in any one or more of the financial covenants under the SVB Facility (or related documents) as in effect on the date hereof more restrictive on the Issuers and their Subsidiaries by more than 10%; provided,, that, an amendment to a numerically based restriction in a financial covenant in the SVB Facility shall result in an automatic equal percentage amendment (an "AUTOMATIC FINANCIAL COVENANT AMENDMENT") in the corresponding financial covenant (if any) in the Financing Documents (and the Issuers agree to execute and deliver promptly thereafter an amendment thereto that incorporates each such Automatic Financial Covenant Amendment); add any financial covenant to the SVB Facility; or except in connection with waiving any violation of the SVB Facility or modifying any covenant to eliminate any violation of the SVB Facility, add any negative covenant.

Amendments to Debt Documents. (a) Provided that at least 15% of The Senior Debt Documents may be amended, restated, supplemented, extended, renewed, replaced, restructured and/or otherwise modified in accordance with their terms, and the original principal amount of the Aggregate Convertible Debentures are outstanding, neither the Company nor any of its Subsidiaries shall or shall permit any change, amendment, supplement First Lien Credit Agreement or other modification of any terms of the SVB Facility or related documentsSenior Debt Documents may be Refinanced in each case, without the prior consent of any Junior Priority Debt Party; provided, however, that, without the consent of the Aggregate Convertible Debenture Super Majority (based on outstanding principal amount) of the Aggregate Convertible DebenturesDesignated Junior Priority Representative, if the effect of no such change, amendment, supplement supplement, modification or other modification (or renewal, refinancing, refunding or extension) is toRefinancing shall: (i) contravene any provision of this Agreement; (ii) for the Senior Obligations, increase any applicable margin with respect to (A) the interest rate or yield (whether in effect on cash or in kind), including by increasing the extensions of credit under the SVB Facility by more than a rate equal to 2% per annum from those provided for in the SVB Facility as in effect on the date hereof“applicable margin”, “applicable rate” or otherwise change the basis for the calculation similar component of the interest rate thereunder if or by modifying the method of computing interest (including by creating any new interest rate “floors” or increasing any existing applicable eurodollar or LIBOR loan “floor” over 1.25% or any base rate “floor” over 2.25%, whether under the Senior Debt Documents or pursuant to a Refinancing, in any case to the extent such change has the effect of increasing interest rate “floor” actually increases the interest rate charged thereunder that would otherwise be applicable) or (B) an unused commitment, facility or utilization fee or fees having similar effect, so that the combined interest rate or yield and fees are, in the aggregate, increased by more than 2% 300 basis points per annum on a weighted average basis from those provided for in the SVB Facility as yield in effect on the date hereof (providedthe “Senior Margin Cap”); provided that the following shall be deemed not to be increases in interest rate yield for purposes of calculating the Senior Margin Cap: (1) the operation or effect of any interest rate “floor” or original issue discount, that nothing herein shall preclude upfront fees or initial yield payments in effect, or payable, under the imposition Senior Debt Documents on the date hereof or in effect, or payable, under any corresponding provision applicable to any Refinancing not in excess of the Senior Margin Cap, (2) any increases resulting from increases in an underlying reference rate not caused by a post-modification or Refinancing of the Senior Obligations, (3) the accrual of interest at the default rate of interest under the Senior Debt Document Documents on the date hereof or in effect, or payable, under any corresponding provision applicable to any Refinancing not in excess of the default rate under the Senior Debt Documents, (4) any amendment, waiver or consent fees payable in the amount and under the circumstances provided event of an amendment, (5) any application of any pricing grid set forth in the SVB Facility First Lien Credit Agreement on the date hereof or in any Refinancing and (6) any increases in “applicable margin”, “applicable rate” or similar component matching the Applicable Rate (as defined in the First Lien Credit Agreement (as in effect on the date hereof); (ii) shorten or extend for the scheduled maturity then existing Loans in connection with the making of any payment of any principal amount Loans pursuant to Section 2.16 of the revolving loans under the SVB Facility from the scheduled maturity thereof First Lien Credit Agreement (as in effect on the date hereof) or in effect, except extending the payment schedule of such revolving loans so long as the final maturity on such loans shall fall on or before 180 days prior payable, under any corresponding provision applicable to January 10, 2005 (provided, that nothing herein shall preclude the Issuers from reducing the amount of commitments under the SVB Facility);any Refinancing; or (iii) add any additional defaults result in the aggregate principal amount of Indebtedness and the aggregate face amount of outstanding Letters of Credit or events other letters of default credit under the SVB Facility Senior Debt Documents exceeding the Cap Amount; provided that notwithstanding the provisions of this Section 5.03(a), the Senior Debt Documents may be amended, amended and restated, supplemented, extended, renewed, replaced, restructured or permit otherwise modified and/or Refinanced from time to time in accordance with their terms in order to effect the making or provision of (x) any modifications Loans issued pursuant to the terms of any defaults or events of default under the SVB Facility except for any modifications to make such terms less restrictive on the Issuers and their Subsidiaries); (iv) make any numerically based restriction in any one or more Section 2.16 of the financial covenants under the SVB Facility First Lien Credit Agreement (or related documents) as in effect on the date hereof more restrictive hereof) or any Indebtedness incurred pursuant to Section 7.02(v) of the First Lien Credit Agreement (as in effect on the Issuers date hereof) or pursuant to any corresponding provision applicable to any Refinancing, (y) any Refinancing in respect of Senior Debt Obligations pursuant to an Additional Credit Extension Amendment in accordance with Sections 2.15 and/or 2.16 (or any similar provision) of the First Lien Credit Agreement or pursuant to any corresponding provision applicable to any Refinancing Indebtedness or (z) any extension in respect of First Lien Obligations pursuant to an Extension Amendment in accordance with Sections 2.18 and/or 2.19 (or any similar provision) of the First Lien Credit Agreement or any Indebtedness incurred pursuant to Section 7.02(bb) of the First Lien Credit Agreement or pursuant to any corresponding provision applicable to any Refinancing, in each case without notice to, or the consent of, the Designated Junior Priority Representative or any Junior Priority Debt Party. The provisions of this Section 5.3(a) shall not restrict the incurrence of any Additional Senior Debt up to the Cap Amount. (b) The Junior Priority Debt Documents may be amended, amended and restated, supplemented, extended, renewed, replaced, restructured and/or otherwise modified in accordance with their Subsidiaries terms, and the Second Lien Credit Agreement or other Junior Priority Debt Documents may be Refinanced, in each case, without the consent of any Senior Class Debt Party; provided, however, that, without the consent of the Designated Senior Representative, any such amendment, supplement or modification shall not: (i) contravene any provision of this Agreement; (ii) for the Junior Priority Debt Obligations, increase (A) the interest rate or yield (whether in cash or in kind), including by increasing the “applicable margin”, “applicable rate” or similar component of the interest rate or by modifying the method of computing interest (including by creating any new interest rate “floors” or increasing any existing applicable eurodollar or LIBOR loan “floor” over 1.25% or any base rate “floor” over 2.25%, whether under the Junior Priority Debt Documents or pursuant to a Refinancing, in any case to the extent such interest rate “floor” actually increases the interest rate that would otherwise be applicable) or (B) an unused commitment, facility or utilization fee or fees having similar effect, so that the combined interest rate or yield and fees are, in the aggregate, increased by more than 10300 basis points per annum on a weighted average basis from the yield in effect on the date hereof (the “Junior Priority Margin Cap”); provided that the following shall be deemed not to be increases in interest rate yield for purposes of calculating the Junior Priority Margin Cap: (1) the operation or effect of any interest rate “floor” or original issue discount, upfront fees or initial yield payments in effect, or payable, under the Junior Priority Debt Documents on the date hereof or in effect, or payable, under any corresponding provision applicable to any Refinancing not in excess of the Junior Priority Margin Cap, (2) any increases resulting from increases in an underlying reference rate not caused by a modification or Refinancing of the Junior Priority Debt Obligations, (3) the accrual of interest at the default rate of interest under the Junior Priority Debt Documents on the date hereof or in effect, or payable, under any corresponding provision applicable to any Refinancing not in excess of the default rate under the Junior Priority Debt Documents, (4) any amendment, waiver or consent fees payable in the event of an amendment and (5) any increases in “applicable margin”, “applicable rate” or similar component matching the Applicable Rate (as defined in the Second Lien Credit Agreement (as in effect on the date hereof)) in connection with the making of any Term Loans (as defined in the Second Lien Credit Agreement) for the then existing Loans in connection with the making of any Loans pursuant to Section 2.16 of the Second Lien Credit Agreement (as in effect on the date hereof) or in effect, or payable, under any corresponding provision applicable to any Refinancing not in excess of such Applicable Rate amount; (iii) for the Junior Priority Debt Obligations, provide for scheduled amortization payments (provided that nothing herein shall prohibit any optional prepayments under the Second Lien Credit Agreement or other Junior Priority Debt Documents to the extent otherwise permitted by the terms of the Senior Debt Documents as in effect on the date hereof), or shorten the scheduled final maturity date of the Second Lien Credit Agreement or a Refinancing thereof or any other Junior Priority Debt Obligation or a Refinancing thereof; (iv) change any event of default or condition to an event of default with respect to the Second Lien Credit Agreement or any other Junior Priority Debt Document (other than to eliminate any such event of default or increase any grace period or any triggering or threshold amount related thereto) or add any event of default, in each case, unless the Senior Debt Documents contain, or are amended to change or add, such event of default for the benefit of the Lenders thereunder and with an additional margin of not less than 20%, where applicable; (v) add any additional financial covenants in the Second Lien Credit Agreement or any other Junior Priority Debt Document unless the First Priority Debt Documents are amended to add such covenant(s) for the benefit of the Term B Lenders thereunder and with an additional margin of not less than 20%; or (vi) make any other amendment thereof or change thereto, if the effect of such amendment or change to the Second Lien Credit Agreement or other Junior Priority Debt Document that is less favorable to the Borrower or the other Loan Parties thereunder than the corresponding provision under the First Lien Credit Agreement or other Senior Debt Document, as applicable (as determined by the Borrower in good faith) or, if the effect of such amendment or change is to add a covenant to the Second Lien Credit Agreement or other Junior Priority Debt Document which is not contained in the First Lien Credit Agreement or other First Lien Debt Document, as applicable, provided that notwithstanding the provisions of this Section 5.3(b), the Junior Priority Debt Documents may be amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or Refinanced from time to time in accordance with their terms in order to effect the making or provision of (x) any Refinancing Term Loans or Refinancing Notes in respect of Junior Priority Debt Obligations pursuant to an Additional Borrowing Amendment (as defined in the Second Lien Credit Agreement) in accordance with Section 2.18 (or any similar provision) of the Second Lien Credit Agreement or any Indebtedness incurred pursuant to Section 7.02(bb) of the Second Lien Credit Agreement or pursuant to any corresponding provision applicable to any Refinancing Indebtedness that is substantially similar to Section 2.18 of the Second Lien Credit Agreement or (y) any extension in respect of Junior Priority Debt Obligations pursuant to an Additional Borrowing Amendment (as defined in the Second Lien Credit Agreement) in accordance with Section 2.17 (or any similar provision) of the Second Lien Credit Agreement or pursuant to any corresponding provision applicable to any Refinancing Indebtedness that is substantially similar to Section 2.17 of the Second Lien Credit Agreement, in each case without notice to, or the consent of, the Designated Senior Representative or any Senior Class Debt party. (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 Intercreditor Agreement referred to below), including liens and security interests granted to Bank of America, N.A., as collateral agent, pursuant to or in connection with the First Lien Credit Agreement, dated as of February [ ], 2013, among Holdings, the Borrower, the lenders from time to time party thereto, Bank of America, 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 Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [ ], 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Bank of America, N.A., as First Lien Collateral Agent, Bank of America, N.A., as 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 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. (e) The Borrower 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.