Amendments to First Lien Documents. (a) Without the prior written consent of Second Lien Agent, no First Lien Document may be amended, supplemented or otherwise modified, and no new First Lien Document may be entered into, to the extent such amendment, supplement, modification or new document would do any one or more of the following:

Valid First Lien. Each Mortgage is a valid and subsisting first lien (or in the case of a State Bond Loan, a first lien and all subordinated liens) of record on a single parcel of real estate constituting the Mortgaged Property, including all buildings and improvements on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time, subject in all cases to the exceptions to title set forth in the title insurance policy with respect to the related Mortgage Loan, which exceptions are generally acceptable to prudent mortgage lending companies, and such other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by such Mortgage. The lien of the Mortgage is subject only to:

First Lien on Collateral. Except for Excluded Property, Agent shall have a perfected first and only Lien (except for Permitted Liens), in all of the Contracts and other Collateral and in the documents underlying or securing each of the Contracts. In no event shall the grant of any Lien under any Loan Document secure an Excluded Swap Obligation of the granting obligor.

First Lien Forbearance Agreement Amendment. The ​, Issuer and the other Credit Parties shall have executed and delivered an amendment to that certain Forbearance Agreement to First Lien Indenture, dated as of ​ and amended as of ​, ​ and ​, pursuant to which the ​ shall have agreed to extend the Forbearance Period to up to and including ​ on the terms and conditions set forth therein.

When Discharge of First Lien Debt Deemed Not To Have Occurred. If substantially contemporaneously with the Discharge of First Lien Debt, Borrowers refinance indebtedness outstanding under the First Lien Documents, then after written notice to the Second Lien Agent, # the indebtedness and other obligations arising pursuant to such refinancing of the then outstanding indebtedness under the First Lien Documents shall automatically be treated as First Lien Debt for all purposes of this Intercreditor Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, # the credit agreement and the other loan documents evidencing such new indebtedness shall automatically be treated as the First Lien Loan Agreement and the First Lien Documents for all purposes of this Intercreditor Agreement and # the administrative agent under the new First Lien Loan Agreement shall be deemed to be First Lien Agent for all purposes of this Intercreditor Agreement, so long as, in each such case the new First Lien Agent agrees, on behalf of itself and the refinancing lenders, to be bound by the terms of this Intercreditor Agreement. Upon receipt of notice of such refinancing (including the identity of the new First Lien Agent), the Second Lien Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Intercreditor Agreement) as Borrowers or the new First Lien Agent may reasonably request in order to provide to the new First Lien Agent the rights of First Lien Agent contemplated hereby.

Co-op Loan: Valid First Lien. With respect to each Co-op Loan, the related Mortgage is a valid, enforceable and subsisting first security interest on the related Co-op Shares securing the related Proprietary Lease, subject only to # liens of the Co-op Corporation

Representations by First Lien Secured Parties. First Lien Agent, on behalf of First Lien Secured Parties, hereby represents and warrants to Second Lien Agent that:

first, to the First Lien Debt and for cash collateral as required under the First Lien Documents, and in such order as specified in the relevant First Lien Documents until the Discharge of First Lien Debt has occurred;

Amendments of Organization Documents. Amend any of its Organization Documents which would be materially adverse to the Lenders.

modify or add any covenant or event of default under the First Lien Documents that directly restricts Grantors from making payments of any Second Lien Debt that would otherwise be permitted under the First Lien Documents, as in effect on the date hereof,