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

Amendments to Second Lien Documents and Third Lien Documents. (a) Prior to the Discharge of Priority Lien Obligations, and except as permitted by the Priority Lien Documents, without the prior written consent of the Priority Lien Agent, no Second Lien Document or Third 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 Second Lien Document or Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as Collateral granted under the Second Lien Security Documents or the Third Lien Security Documents, unless such additional property is added as Collateral under the Priority Lien Documents, (iii) confer any additional rights on the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Priority Lien Documents. (b) Prior to the Discharge of Second Lien Obligations, and except as permitted by the Second Lien Documents, without the prior written consent of the Second Lien Collateral Trustee, no Third 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 Third Lien Document, would (i) adversely affect the lien priority rights of the Second Lien Secured Parties or the rights of the Second Lien Secured Parties to receive payments owing pursuant to the Second Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as Collateral granted under the Third Lien Security Documents, unless such additional property is added as Collateral under the Second Lien Documents, (iii) confer any additional rights on the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Second Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Second Lien Documents. (c) For the avoidance of doubt and subject to Sections 4.05(a) and (b), (1) any Second Lien Security Document may be amended or supplemented in accordance with Section 7.1 of the Second Lien Collateral Trust Agreement and (2) any Third Lien Security Document may be amended or supplemented with the applicable provisions of the Third Lien Collateral Trust Agreement.

Amendments to Second Lien Documents and Third Lien Documents. (a1) Prior to the Discharge of Priority Lien Obligations, and except as permitted by the Priority Lien Documents, without the prior written consent of the Priority Lien Agent, no Second Lien Document or Document, and (ii) prior to Complete Discharge of Priority Lien Obligations without the prior written consent of the Priority Lien Agent, no Third Lien Document 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 Second Lien Document or Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as the Collateral granted under the Second Lien Security Documents or the Third Lien Security Documents, unless such additional property is added as Collateral under the Priority Lien Documents, (iii) confer any additional rights on the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, (iv) provide for any scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment prior to the date that is six months after the maturity date of the Priority Lien Debt as in effect on the date of determination, (v) add or modify covenants or events of default that are, taken as a whole, materially more restrictive than those in the Priority Lien Documents after giving effect to any amendments or other modifications to the Priority Lien Documents contemplated in connection with such transaction or (ivvi) contravene the provisions of this Agreement or the Priority Lien Documents. (b) Prior to the Discharge of Second Lien Obligations, and except as permitted by the Second Lien Documents, without the prior written consent of the Second Lien Collateral Trustee, no Third 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 Third Lien Document, would (i) adversely affect the lien priority rights of the Second Lien Secured Parties or the rights of the Second Lien Secured Parties to receive payments owing pursuant to the Second Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as Collateral granted under the Third Lien Security Documents, unless such additional property is added as Collateral under the Second Lien Documents, (iii) confer any additional rights on the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Second Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Second Lien Documents. (c) For the avoidance of doubt and subject to Sections 4.05(a) and (b), (1) any Second Lien Security Document may be amended or supplemented in accordance with Section 7.1 of the Second Lien Collateral Trust Agreement and (2) any Third Lien Security Document may be amended or supplemented with the applicable provisions of the Third Lien Collateral Trust Agreement.

Amendments to Second Lien Documents and Third Lien Documents. (a) Prior to the Discharge of Priority Lien Obligations, and except as permitted by the Priority Lien Documents, without the prior written consent of the Priority Lien AgentAgent (unless such consent is not required by the terms of any Priority Lien Substitute Facility then in effect), no Second Lien Document or Third 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 Second Lien Document or Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing on any additional property as Collateral granted under the Second Lien Security Documents or the Third Lien Security Documents, unless such additional property is added as Collateral under the Priority Lien Documents, (iii) confer any additional rights on the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, Parties or (iv) contravene the provisions of this Agreement or the Priority Lien DocumentsDocuments then in effect. (b) Prior to the Discharge of Second Lien Obligations, and except as permitted by the Second Lien Documents, without the prior written consent of the Second Lien Collateral TrusteeTrustee as directed by the Required Parity Lien Debtholders (as defined in the Second Lien Collateral Trust Agreement), no Third 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 Third Lien Document, would (i) adversely affect the lien priority rights of the Second Lien Secured Parties or the rights of the Second Lien Secured Parties to receive payments owing pursuant to the Second Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing on any additional property as Collateral granted under the Third Lien Security Documents, unless such additional property is added as Collateral under the Second Lien Documents, (iii) confer any additional rights on the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Second Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Second Lien DocumentsDocuments then in effect. (c) For the avoidance of doubt and subject to Sections 4.05(a) and (b), (1) any Second Lien Security Document may be amended or supplemented in accordance with Section 7.1 of the Second Lien Collateral Trust Agreement and (2) any Third Lien Security Document may be amended or supplemented with the applicable provisions of the Third Lien Collateral Trust Agreement.

Amendments to Second Lien Documents and Third Lien Documents. (a) Prior to the Discharge of Priority Lien Obligations, and except as permitted by the Priority Lien Documents, without the prior written consent of the Priority Lien Agent, no Second Lien Document or Third 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 Second Lien Document or Third Lien Document, as applicable, would (i) adversely affect the lien payment or priority rights of the Priority Lien Secured Parties including but not limited to changing the interest rates, fees, tenor, or excess cash flow formula, if any, advancing any date upon which a scheduled payment of principal or interest is due, or otherwise decreasing the rights of weighted average life to maturity, changing a prepayment, redemption or defeasance provision so as to require a new payment or accelerate an existing payment obligation or changing a term that would result in a default under the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien DocumentsCredit Agreement, (ii) amend, supplement or otherwise modify the term “default” or “event of default” (or words of similar import) contained in any Second Lien Document or Third Lien Document, (iii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as the Collateral granted under the Second Lien Security Documents or the Third Lien Security Documents, unless such additional property is added as Collateral under the Priority Lien Documents, (iiiiv) confer any additional rights on the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, (v) modify any financial covenant, negative covenant, default or event of default to make it more restrictive than the Priority Credit Agreement or (ivvi) contravene the provisions of this Agreement or the Priority Lien Documents. (b) Prior to the Discharge of Second Lien Obligations, and except as permitted by the Second Lien Documents, without the prior written consent of the Second Lien Collateral Trustee, no Third 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 Third Lien Document, would (i) adversely affect the lien priority rights of the Second Lien Secured Parties or the rights of the Second Lien Secured Parties to receive payments owing pursuant to the Second Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as Collateral granted under the Third Lien Security Documents, unless such additional property is added as Collateral under the Second Lien Documents, (iii) confer any additional rights on the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Second Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Second Lien Documents. (c) For the avoidance of doubt and subject to Sections 4.05(a) and (b), (1) any Second Lien Security Document may be amended or supplemented in accordance with Section 7.1 of the Second Lien Collateral Trust Agreement and (2) any Third Lien Security Document may be amended or supplemented with the applicable provisions of the Third Lien Collateral Trust Agreement.

Amendments to Second Lien Documents and Third Lien Documents. (ai) Prior to the Discharge of Priority Lien Obligations, and except as permitted by the Priority Lien Documents, without the prior written consent of the Priority Lien Agent, no Second Lien Document or Document, and (ii) prior to Complete Discharge of Priority Lien Obligations without the prior written consent of the Priority Lien Agent, no Third Lien Document 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 Second Lien Document or Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as the Collateral granted under the Second Lien Security Documents or the Third Lien Security Documents, unless such additional property is added as Collateral under the Priority Lien Documents, (iii) confer any additional rights on the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, (iv) provide for any scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment prior to the date that is six months after the maturity date of the Priority Lien Debt as in effect on the date of determination, (v) add or modify covenants or events of default that are, taken as a whole, materially more restrictive than those in the Priority Lien Documents after giving effect to any amendments or other modifications to the Priority Lien Documents contemplated in connection with such transaction or (ivvi) contravene the provisions of this Agreement or the Priority Lien Documents. (b) Prior to the Discharge of Second Lien Obligations, and except as permitted by the Second Lien Documents, without the prior written consent of the Second Lien Collateral Trustee, no Third 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 Third Lien Document, would (i) adversely affect the lien priority rights of the Second Lien Secured Parties or the rights of the Second Lien Secured Parties to receive payments owing pursuant to the Second Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as Collateral granted under the Third Lien Security Documents, unless such additional property is added as Collateral under the Second Lien Documents, (iii) confer any additional rights on the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Second Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Second Lien Documents. (c) For the avoidance of doubt and subject to Sections 4.05(a) and (b), (1) any Second Lien Security Document may be amended or supplemented in accordance with Section 7.1 of the Second Lien Collateral Trust Agreement and (2) any Third Lien Security Document may be amended or supplemented with the applicable provisions of the Third Lien Collateral Trust Agreement.

Amendments to Second Lien Documents and Third Lien Documents. (a) Prior to the Discharge of Priority Lien Obligations, and except as permitted by the Priority Lien Documents, without the prior written consent of the Priority Lien Agent, no Second Lien Document or Third Lien Document may be amended, supplemented, restated, amended and 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 Second Lien Document or Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing on any additional property as Collateral Property granted under the Second Lien Security Documents or the Third Lien Security Documents, unless such additional property Property is added as Priority Lien Collateral under the Priority Lien Documents, (iii) confer any additional rights on the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Priority Lien Documents. (b) Prior to the Discharge of Second Lien Obligations, and except as permitted by the Second Lien Documents, without the prior written consent of the Second Lien Collateral Trustee, no Third Lien Document may be amended, supplemented, restated, amended and 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 Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Second Lien Secured Parties or the rights of the Second Lien Secured Parties to receive payments owing pursuant to the Second Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing on any additional property as Collateral Property granted under the Third Lien Security Documents, unless such additional property Property is added as Second Lien Collateral under the Second Lien Documents, (iii) confer any additional rights on the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Second Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Second Lien Documents. (c) For the avoidance of doubt and subject to Sections 4.05(a) and (b), (1) any Second Lien Security Document may be amended or supplemented in accordance with Section 7.1 of the Second Lien Collateral Trust Agreement and (2) any Third Lien Security Document may be amended or supplemented with the applicable provisions of the Third Lien Collateral Trust Agreement.

Amendments to Second Lien Documents and Third Lien Documents. (a) Prior to the Discharge of Priority Lien Obligations, and except as permitted by the Priority Lien Documents, without the prior written consent of the Priority Lien AgentAgent (unless such consent is not required by the terms of any Priority Substitute Credit Facility then in effect), no Second Lien Document or Third 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 Second Lien Document or Third Lien Document, as applicable, would (ia) modify a covenant or event of default that directly restricts one or more Grantors from making payments on the Priority Lien Obligations that would otherwise be permitted under this Agreement and the Second Lien Documents or Third Lien Documents as in effect on the date hereof, (b) shorten the final maturity or weighted average life to maturity of the Second Lien Obligations or Third Lien Obligations, (c) add any additional Property as collateral for the Second Lien Obligations or Third Lien Obligations unless such Property is added as collateral for the Priority Lien Obligations, (d) provide for any Person to issue a 41 5279325v2 guarantee or be required to issue a guarantee unless such Person guarantees the Priority Lien Obligations, (e) add or provide for any increase in, or shorten the period for payment of, any mandatory prepayment or redemption provisions or shorten the period for reinvestment of any net cash proceeds (other than change of control or asset sale tender offer provisions substantially similar to those applicable under the Second Lien Documents, as in effect on the date hereof, or otherwise customary in the market at the time of such amendment, exchange or refinancing), (f) increase the interest rate or yield, including by increasing the “applicable margin” or similar component of the interest rate, by imposing fees or premiums, or by modifying the method of computing interest, or modifying or implementing any commitment, consent, facility, utilization, make-whole or similar fee so that the aggregate yield is in excess of the total yield on the Second Lien Obligations or Third Lien Obligations as in effect on the issue date thereof (excluding increases resulting from the accrual of interest at the default rate), (g) amend or otherwise modify any “Default” or “Event of Default” or covenants thereunder in a manner, taken as a whole, that is materially adverse to any Grantors unless such modification would also apply to the Priority Lien Documents, (h) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as Collateral granted under the Second Lien Security Documents or the Third Lien Security Documents, unless such additional property is added as Collateral under the Priority Lien Documents, (iii) confer any additional rights on the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, or (ivi) contravene the provisions of this Agreement or the Priority Lien DocumentsDocuments then in effect. (b) Prior to the Discharge of Second Lien Obligations, and except as permitted by the Second Lien Documents, without the prior written consent of the Second Lien Collateral Trustee, no Third 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 Third Lien Document, would (i) adversely affect the lien priority rights of the Second Lien Secured Parties or the rights of the Second Lien Secured Parties to receive payments owing pursuant to the Second Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as Collateral granted under the Third Lien Security Documents, unless such additional property is added as Collateral under the Second Lien Documents, (iii) confer any additional rights on the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Second Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Second Lien Documents. (c) For the avoidance of doubt and subject to Sections 4.05(a) and (b), (1) any Second Lien Security Document may be amended or supplemented in accordance with Section 7.1 of the Second Lien Collateral Trust Agreement and (2) any Third Lien Security Document may be amended or supplemented with the applicable provisions of the Third Lien Collateral Trust Agreement.

Amendments to Second Lien Documents and Third Lien Documents. (a) Prior to the Discharge of Priority Lien Obligations, and except as permitted by the Priority Lien Documents, without the prior written consent of the Priority Lien Agent, no Second Lien Document or Third 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 Second Lien Document or Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing on any additional property as Collateral granted under the Second Lien Security Documents or the Third Lien Security Documents, unless such additional property is added as Collateral collateral under the Priority Lien Documents, Documents (iii) confer any additional rights on the Second Lien Collateral TrusteeAgent, any other Second Lien Secured Party, the Third Lien Collateral Trustee Agent or any other Third Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Priority Lien Documents. (b) Prior to the Discharge of Second Lien Obligations, and except as permitted by the Second Lien Documents, without the prior written consent of the Second Lien Collateral TrusteeAgent, no Third 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 Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Second Lien Secured Parties or the rights of the Second Lien Secured Parties to receive payments owing pursuant to the Second Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing on any additional property as Collateral granted under the Third Lien Security Documents, unless such additional property is added as Collateral collateral under the Second Lien Documents, Documents (iii) confer any additional rights on the Third Lien Collateral Trustee Agent or any other Third Lien Secured Party in a manner adverse to the Second Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Second Lien Documents. (c) For the avoidance of doubt and subject to Sections 4.05(a) and (b), (1) any Second Lien Security Document may be amended or supplemented in accordance with Section 7.1 of the Second Lien Collateral Trust Agreement and (2) any Third Lien Security Document may be amended or supplemented with the applicable provisions of the Third Lien Collateral Trust Agreement.

Amendments to Second Lien Documents and Third Lien Documents. (a) Prior to the Discharge of Priority Lien Obligations, and except as permitted by the Priority Lien Documents, without the prior written consent of the Priority Lien Agent, no Second Lien Document or Third 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 Second Lien Document or Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as the Collateral granted under the Second Lien Security Documents or the Third Lien Security Documents, unless such additional property is added as Collateral under the Priority Lien Documents, (iii) confer any additional rights on the Second Lien Collateral TrusteeAgent, any other Second Lien Secured Party, the Third Lien Collateral Trustee Agent or any other Third Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Priority Lien Documents.Documents or (v) modify any Second Lien Document or any Third Lien Document in any manner that would not have been permitted under the Priority Lien Documents to have been included in such Second Lien Document or any Third Lien Document if such Second Lien Document or any Third Lien Document, respectively, was entered into as of the date of such amendment, supplement, restatement or modification; and (b) Prior prior to the Discharge of Second Lien Obligations, and except as permitted by the Second Lien Documents, without the prior written consent of the Second Lien Collateral TrusteeAgent, no Third 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 Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Second Lien Secured Parties or the rights of the Second Lien Secured Parties to receive payments owing pursuant to the Second Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as the Collateral granted under the Third Lien Security Documents, unless such additional property is added as Collateral under the Second Lien Documents, (iii) confer any additional rights on the Third Lien Collateral Trustee Agent or any other Third Lien Secured Party in a manner adverse to the Second Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Second Lien Documents. Documents or (cv) For the avoidance of doubt and subject to Sections 4.05(a) and (b), (1) any Second Lien Security Document may be amended or supplemented in accordance with Section 7.1 of the Second Lien Collateral Trust Agreement and (2) modify any Third Lien Security Document may be amended or supplemented with the applicable provisions in any manner that would not have been permitted under any Third Lien Document if such Third Lien Document was entered into as of the Third Lien Collateral Trust Agreementdate of such amendment, supplement, restatement or modification.

Amendments to Second Lien Documents and Third Lien Documents. (a) Prior to the Discharge of Priority Lien Obligations, and except as permitted by the Priority Lien Documents, without the prior written consent of the Priority Lien Agent, no Second Lien Document or Third 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 Second Lien Document or Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing on any additional property as Collateral Property granted under the Second Lien Security Documents or the Third Lien Security Documents, unless such additional property Property is added as Priority Lien Collateral under the Priority Lien Documents, (iii) confer any additional rights on the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Priority Lien Documents. (b) Prior to the Discharge of Second Lien Obligations, and except as permitted by the Second Lien Documents, without the prior written consent of the Second Lien Collateral Trustee, no Third 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 Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Second Lien Secured Parties or the rights of the Second Lien Secured Parties to receive payments owing pursuant to the Second Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing on any additional property as Collateral Property granted under the Third Lien Security Documents, unless such additional property Property is added as Second Lien Collateral under the Second Lien Documents, (iii) confer any additional rights on the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Second Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Second Lien Documents. (c) For the avoidance of doubt and subject to Sections 4.05(a) and (b), (1) any Second Lien Security Document may be amended or supplemented in accordance with Section 7.1 of the Second Lien Collateral Trust Agreement and (2) any Third Lien Security Document may be amended or supplemented with the applicable provisions of the Third Lien Collateral Trust Agreement.