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:

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

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

“Second Lien Agent” shall mean ​, in its capacity as indenture trustee and collateral agent under the Second Lien Documents, and also includes any successor, replacement or agent acting on its behalf as Second Lien Agent for the Second Lien Secured Parties under the Second Lien Documents.

“Second Lien Credit Documents” means the Second Lien Credit Agreement and the other “Credit Documents” (as defined in the Second Lien Credit Agreement).

Payment Restrictions Regarding Second Lien Debt. Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that, prior to the Discharge of First Lien Debt, Second Lien Agent and the other Second Lien Secured Parties shall not have any right to receive payment on account of the Second Lien Debt other than Permitted Second Lien Payments as and when due. Except as set forth in the immediately preceding sentence, and notwithstanding the terms of the Second Lien Documents, Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, hereby agrees that it will not accept any Distribution (other than Reorganization Subordinated Securities) with respect to the Second Lien Debt until the Discharge of First Lien Obligations. Each Grantor may resume making Permitted Second Lien Payments pursuant to [clauses (a) and (b)])] of the definition of Permitted Second Lien Payments and [clause (i)] of the definition of Second Lien Agent Payments (and may make any such Permitted Second Lien Payments missed due to the application of this [Section 3.1] hereof) at any time that such payments are not prohibited by the provisos within [clauses (a) and (b)])] of the definition of Permitted Second Lien Payments or the exception within [clause (ii)] of the definition of Second Lien Agent Payments, as applicable. For the avoidance of doubt, nothing herein shall limit or impair # the ability of the Second Lien Secured Parties to convert the Second Lien Debt into equity interests of the Borrower in accordance with the Second Lien Documents, and in connection with such conversion, to receive payments in cash solely with respect to fractional equity interests that cannot otherwise be converted into equity interests of the Borrower in accordance with the Second Lien Documents; provided, however, that in the event that any such cash payment(s) on account of fractional equity interests would cause the aggregate amount of such cash payments in any fiscal year to exceed ​, Grantors shall provide First Lien Agent and Second Lien Agent with written notice prior to the making of any such payment(s) and such payment(s) shall be subject to satisfaction of the conditions set forth in [clause (b)] of the definition of “Permitted Second Lien Payments” with respect to Second Lien Other Payments; or # the right of any Second Lien Holder to trade, sell or otherwise dispose of any Second Lien Debt to any Person (other than a Grantor or any Subsidiary (as defined in the Indenture) of any Grantor) (such transaction a “Second Lien Trade”), and to accept and retain any cash or other consideration (other than from a Grantor or any Subsidiary (as defined in the Indenture) of any Grantor) in connection with any such Second Lien Trade.

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

“Permitted Second Lien Action” shall mean, with respect to the Second Lien Debt and Second Lien Documents, any of the following by Second Lien Agent:

the Second Lien Secured Parties and # does not contravene any law, or any provision of any of the Second Lien Documents or any agreement to which Second Lien Agent is a party or by which it is bound;

Second Lien Agent, for itself or on behalf of the other Second Lien Secured Parties, shall promptly upon the request of First Lien Agent execute and deliver such release documents and confirmations of the authorization to file ​ amendments and terminations or PPSA discharges or financing change statements provided for herein, as applicable, in each case as First Lien Agent may require in its Permitted Discretion in connection with such sale or other disposition by First Lien Agent, First Lien Agent’s agents or any Grantor with the consent of First Lien Agent to evidence and effectuate such termination and release; provided, that, any such release, UCC amendment or termination or PPSA discharges or financing change statements by Second Lien Agent shall not extend to or otherwise affect any of the rights, if any, of Second Lien Agent to the proceeds from any such sale or other disposition of Collateral, subject to the priorities set forth herein,