Amendments to Second Lien Credit Agreement and Junior Financing. Amend, modify or change in any manner without the consent of the Administrative ​,

a Change of Control or similar event occurring under # the Second Lien Credit Agreement (or the documentation in respect of any Permitted Refinancing of the Second Lien Term Loans), # the documentation in respect of any Credit Agreement Refinancing Indebtedness and/or # any Junior Financing Documentation in respect of any Indebtedness or the documentation

The [[Organization B:Organization]] has received complete copies of the Junior Lien Documents including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any, and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof. None of such documents and agreements has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the [[Organization B:Organization]].

Junior Financing Documentation. The subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Restricted Indebtedness, if applicable.

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

Prepayments of Junior Financing. Make any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of # Indebtedness in excess of the Threshold Amount that is secured on a contractually junior basis to the Liens securing the Term Loans, # any Indebtedness in excess of the Threshold Amount that is contractually subordinated in right of payments to the Obligations or # any Indebtedness in excess of the Threshold Amount that is unsecured ((x), (y) and (z) collectively, “Junior Financing”) (it being understood that # payments of regularly scheduled principal and interest, # customary “AHYDO catchup” payments and # payments or notices with respect to mandatory redemption, prepayment or offer to purchase or redeem provisions, in each case, shall be permitted), except # so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the aggregate amount of Investments made pursuant to [Section 7.02(f)] and Restricted Payments pursuant to ‎[Section 7.06(d)], $100,000,000 in any fiscal year (provided that any unused portion may be carried forward to the immediately succeeding fiscal year), # so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00, # the refinancing thereof with the Net Proceeds of any Indebtedness permitted by [Section 7.03(k), (iv)])] the purchase, payment, prepayment or redemption of any other Junior Financing (including any fees, expenses or charges related to such purchase, payment, prepayment or redemption of a Junior Financing) with the Net Cash Proceeds of any Equity Issuance so long as such Net Cash Proceeds are used to make such purchase, payment, prepayment or redemption (including any related fees, expenses or charges) within 120 days of the receipt of such Net Cash Proceeds by the Borrower or any Subsidiary to the extent such Net Cash Proceeds are not otherwise applied and # the redemption of the Existing Notes on the Closing Date.

Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Junior Financing, except:

SECTION # Prepayments, Etc. of Junior Financing; Amendments to Junior Financing Documents and Organizational Documents.

Second Lien Interest Payment. As of the Report Date and the Payment Date:1

Amendments to Credit Agreement. Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended as set forth in the marked terms on [Annex I] hereto (the “Amended Credit Agreement”). In [Annex I] hereto, deletions of text in the Amended Credit Agreement are indicated by struck-through text (indicated in the same manner as the following example: stricken text) and insertions of text are indicated by bold, double-underlined text (indicated in the same manner as the following example: double-underlined text) as set forth on [Annex I] hereto.