Common use of Modifications to Subordinated Debt Documents Clause in Contracts

Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid in Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither Subordinated Agent nor the Subordinated Creditors shall, without the prior written consent of Senior Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or rate of interest on any of the Subordinated Debt, other than the imposition of a default rate of interest of up to an additional 2.0% per annum in accordance with the terms of the Subordinated Debt Document (as in effect on the date hereof), (b) accelerate the amortization of any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreement, (c) add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Subordinated Loan Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Subordinated Creditors may, without the prior written consent of Senior Agent, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereof), (d) change any redemption, put or prepayment provisions of the Subordinated Debt, (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take or perfect any liens or security interests in any assets of any Obligor or any other obligor on the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (i) change or amend any other term of the Subordinated Agreements if such change or amendment would (1) result in a Default or Event of Default under the Senior Credit Agreement or any other Senior Document, (2) increase the obligation of any Obligor, or (3) confer additional material rights on Subordinated Agent or any Subordinated Creditor in any manner adverse to Senior Agent, any Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under clause (c) of this Section 10(b).

Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid paid in Fullfull in cash (or another form acceptable to the Senior Lenders) and all lending commitments under the Senior Debt Documents have terminated, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither no Subordinated Agent nor the Subordinated Creditors Creditor shall, without the prior written consent of Senior Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or rate of interest on any of the Subordinated Debt, other than (b) change the imposition dates upon which payments of a default rate of principal or interest of up to an additional 2.0% per annum in accordance with the terms of on the Subordinated Debt Document (as in effect on the date hereof), (b) accelerate the amortization of any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreementare due, (c) change or add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Subordinated Loan Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Subordinated Creditors may, without the prior written consent of Senior Agent, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereof)Debt, (d) change any redemption, put redemption or prepayment provisions of the Subordinated Debt, (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take or perfect any liens or security interests in any assets of any Obligor or any other obligor on Credit Party to secure the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, or (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (i) change or amend any other term of the Subordinated Agreements Debt Documents if such change or amendment would (1) result in a Default or Event of Default under the Senior Credit Agreement or any other Senior DocumentDefault, (2) increase the obligation obligations of any Obligor, Credit Party in respect of the Subordinated Debt or (3) confer additional material rights on Subordinated Agent or any Subordinated Creditor or any other holder of the Subordinated Debt in any a manner adverse to any Credit Party or Senior Agent, any Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under clause (c) of this Section 10(b)Lenders.

Modifications to Subordinated Debt Documents. Until the Discharge of Senior Debt has been Paid in FullDebt, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither Subordinated Agent nor the Subordinated Creditors shallSecured Parties shall not, without the prior written consent of Agent (acting at the written direction of the Required Senior AgentLenders and Required Revolving Lenders (as defined in the Senior Credit Agreement)), agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or rate of interest on any of above the Subordinated DebtDebt Cap or increase the margins applicable to the interest rates with respect to the Senior Debt by more than 200 basis points per annum, other than except in connection with the imposition of a default rate of interest of up to an additional 2.0% per annum in accordance with the terms of the Subordinated Debt Document (as in effect on the date hereof)Documents, (b) accelerate change the amortization dates upon which payments of any portion of principal or cash interest on the Subordinated Debt from the amortization currently set forth in are due (except to extend such dates; provided that the Subordinated Loan AgreementDebt shall not mature earlier than 6 months after the latest maturity of the Senior Debt), (c) change or add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Subordinated Loan Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Subordinated Creditors may, without the prior written consent of Senior Agent, amend makes the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants in any material respect or events of defaultmore burdensome on any Company, as unless and only to the case may be, extent that a corresponding change or addition has been made to the Senior Debt Documents so long as, in each such case, as any applicable cushion is maintained (determined on a percentage basis based on that currently exists between the relevant levels under applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents on the date hereof)is maintained, (d) change any redemption, put redemption or prepayment provisions (including changing the frequency or the amount of any such redemption or prepayment or any make-whole or similar premium applicable thereto) of the Subordinated DebtDebt (other than an extension thereof), (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take or perfect any liens or security interests in any assets of any Obligor or any other obligor on the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (i) change or amend any other term of the Subordinated Agreements Debt Documents if such change or amendment would (1) result in a Default or Event Senior Default, increase the obligations of Default under the Senior Credit Agreement any Company or any other Senior Document, (2) increase guarantor of the obligation of any Obligor, Subordinated Debt or (3) confer additional material rights on Subordinated Agent or any other holder of the Subordinated Creditor Debt in any a manner adverse to Senior Agentsuch Company, any such guarantor or Senior Secured PartyLenders, (g) directly prohibit or restrict the payment of principal of, interest on, or other amounts payable with respect to, the Senior Debt, or (h) otherwise modify or consent to any Obligor, other than, departure from the terms and provisions of the Subordinated Debt Documents in any case, as a result of an amendment permitted under clause (c) manner that would contravene the terms and conditions of this Section 10(b)Agreement.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid in Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither no Subordinated Agent nor the Subordinated Creditors Party shall, without the prior written consent of Senior Agent, (i) agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or rate of interest on any of the Subordinated DebtDebt (provided that, other than for the avoidance of doubt, the payment by the Company of non-cash in-kind interest, the increase in the interest rate on the second anniversary of the date hereof and the imposition of a default rate of interest of up to an additional 2.0% per annum interest, all in accordance with the terms of the Subordinated Debt Document (Documents as in effect on the date hereof, shall not constitute an amendment, modification or supplement to the Subordinated Debt Documents), (b) accelerate change the amortization dates upon which payments of any portion of principal or interest on the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreementare due or terms upon which interest is required to be paid, (c) change or add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Subordinated Loan Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Subordinated Creditors may, without the prior written consent of Senior Agent, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereof)Debt, (d) change any redemption, put redemption or prepayment provisions of the Subordinated Debt, (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, or (f) take or perfect any liens or security interests in any assets of any Obligor or any other obligor on the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (i) change or amend any other term of the Subordinated Agreements Debt Documents if such change or amendment would (1) result in a Default or Event of Default under the Senior Credit Agreement or any other Senior DocumentDefault, (2) increase the obligation obligations of any Obligor, Credit Party or (3) confer additional material rights on any Subordinated Agent Party or any other holder of the Subordinated Creditor Debt in any a manner adverse to any Credit Party or Senior AgentLenders, or (ii) take any Liens in any assets of any Credit Party other than such Liens provided for in the Subordinated Debt Documents as in existence on the date hereof unless the same shall have been granted to the Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under clause (c) of this Section 10(b)Parties.

Modifications to Subordinated Debt Documents. Until the Senior Debt has Loans have been Paid in Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither Subordinated Agent nor the Subordinated Creditors shallLender shall not, without the prior written consent of Senior Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount terms of the Subordinated Debt or the Subordinated Debt Documents if such amendment, modification or supplement would: (i) increase the principal amount or interest rate of the Subordinated Debt (including, without limitation, any such amendment or modification which increases the default rate of interest of the Subordinated Indebtedness or increases the portion of interest that is required to be paid in cash) other than as set forth in the Subordinated Note Documents in effect on the date hereof (for the avoidance of doubt, it being understood that any increase in interest resulting from the accrual of interest at the default rate of interest as calculated in the Subordinated Note Documents as of the date hereof does not require consent of Agent), (ii) add any fees not permitted by the terms of the Subordinated Debt Documents as in effect on the date hereof, (iii) add any additional collateral, guarantees, sureties or security of any kind (unless (A) the Senior Lenders have a Lien in such additional collateral or security and the Lien of the Subordinated Lenders with respect thereto are subject to the provisions of this Agreement or (B) the Senior Lenders have obtained such guarantees or sureties with respect to the Senior Loans and the rights and remedies of the Subordinated Lenders with respect thereto are subject to the provisions of this Agreement), (iv) change the principal or interest payment terms thereunder (other than any extension of maturity or postponement of payment or accrual of deferred interest on the Subordinated Note), (v) change, add or impose on any Credit Party any representations, warranties, covenants, defaults, events of default, or other provisions that are more restrictive or burdensome to such Credit Party than the terms and provisions of the Subordinated Debt Documents as in effect on the date of this Agreement, except that the Subordinated Debt Documents shall be permitted to be so amended, restated, amended and restated, supplemented or otherwise modified to the extent that the corresponding provisions of the Senior Debt Documents shall have been so amended, restated, amended and restated, supplemented or otherwise modified; provided that any corresponding baskets or financial levels or ratios shall be set at levels that provide a cushion to the Borrowers consistent with the cushions applicable to baskets and financial levels and ratios as between the Senior Credit Agreement and the Subordinated Credit Agreement as of the date hereof (if any), (vi) changes any redemption or prepayment provisions so as to require any new payments or accelerate or increase any existing payments or shorten the maturity of the Subordinated Debt. For the sake of clarity, other than the imposition of foregoing restrictions shall not prohibit the Subordinated Lender from either charging non cash PIK interest, requesting or receiving any Conversion Shares, or permitting the same to accrue, in each case, with respect to the Subordinated Debt in accordance with the Subordinated Note Documents or instituting a default rate of interest of up to an additional 2.0% per annum in accordance with the terms of the Subordinated Note Documents, or (vii) contravene the provisions of this Agreement. Nothing herein, including the provisions of this Agreement pertaining to subordination of liens on the Collateral, shall be construed to imply Agent’s or Senior Lenders’ consent to any Subordinated Debt Document (as in effect on the date hereof), (b) accelerate the amortization of which grants a lien upon any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreement, Collateral (c) add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Subordinated Loan Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Subordinated Creditors may, without the prior written consent of Senior Agent, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereof), (d) change any redemption, put or prepayment provisions of the Subordinated Debt, (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take or perfect any liens or security interests in any assets of any Obligor or any other obligor on the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (i) change or amend any other term of the Subordinated Agreements if such change or amendment would (1) result in a Default or Event of Default under the Senior Credit Agreement or any other Senior Document, (2) increase the obligation of any Obligor, or (3) confer additional material rights on Subordinated Agent or any Subordinated Creditor in any manner adverse to Senior Agent, any Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under clause (c) of this Section 10(bLender Lien).

Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid in Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither Subordinated Agent nor the Subordinated Creditors shallCreditor shall not, without the prior written consent of Senior AgentLender, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt Installment Sale Credit Amount or rate of interest on any of the Subordinated Debt, other than the imposition and accrual, but not payment in cash, of a default rate of interest of up no more than fifteen percent (15%) of any amounts owed, including interest, charges and fees, according to an additional 2.0% per annum in accordance with the terms of the Subordinated Debt Document Documents (as in effect on the date hereof), (b) accelerate the amortization of any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan AgreementAgreement as in effect on the date hereof, (c) decrease the Installment Sale Period applicable to any contemporaneous Installment Sale to less than six (6) months, (d) add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Subordinated Loan Installment Sale Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Subordinated Creditors Creditor may, without the prior written consent of Senior AgentLender, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereof), (de) change any redemption, put or prepayment provisions of the Subordinated Debt, (ef) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (fg) take or perfect any liens or security interests in any assets of any Obligor or any other obligor on the Subordinated Debt or any other Person unless Senior AgentLender, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (gh) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (hi) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (ij) change or amend any other term of the Subordinated Agreements Installment Sale Agreement if such change or amendment would (1) result in a Default or Event of Default under the Senior Credit Agreement or any other Senior Document, (2) increase the obligation of any Obligor, or (3) confer additional material rights on Subordinated Agent Creditor or any Subordinated Creditor otherwise be in any manner adverse to Senior AgentLender, any Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under clause (c) of this Section 10(b). In the event any purchaser at a UCC sale obtains title to the rights of Subordinated Creditor under the Subordinated Debt Documents, or such purchaser agrees to comply with the terms and conditions set forth in this Section 10(b) as they relate to any amendment, modification, or supplement to the Subordinated Debt Documents.

Modifications to Subordinated Debt Documents. Until the Discharge of the Senior Debt has been Paid in Fulloccurred, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither Subordinated Agent nor the Subordinated Creditors shallCreditor shall not, without the prior written consent of Senior Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or (other than in connection with the addition of Subordinated PIK Payments), (b) increase the rate of interest on any of the Subordinated Debt; provided, other than for avoidance of doubt, an increase in the rate of interest shall not be deemed to have occurred as a result of (A) fluctuations in any underlying rate indices and (B) the imposition of a default rate of interest of up to an additional 2.0% per annum at the rate set forth and as permitted in accordance with the terms of the Subordinated Debt Document (Credit Agreement as in effect on the date hereof), (b) accelerate the amortization of any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreement, (c) change the dates upon which payments of principal or interest on the Subordinated Debt are due to an earlier date or in the case of interest, more frequent dates, (d) except as provided below, change or add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Subordinated Loan Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Subordinated Creditors may, without the prior written consent of Senior Agent, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereof)Debt, (de) change any redemption, put redemption or prepayment provisions of the Subordinated DebtDebt (other than extensions of the dates of any such redemptions or prepayments or waiver of any such redemption or prepayment request), (ef) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (fg) take or perfect any liens or security interests in any assets of any Obligor or any other obligor on Loan Party to secure the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (ih) change or amend any other term of the Subordinated Agreements Debt Documents if such change or amendment would (1) result in a Default or Event of Default under the Senior Credit Agreement or any other Senior Document, (2) increase the obligation of any ObligorDefault, or (3) confer additional material rights on the Subordinated Agent Creditor or any other holder of the Subordinated Creditor Debt in any a manner adverse to any Loan Party or Senior AgentLenders; provided, any however, that the Subordinated Creditor shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants, defaults or other provisions, to the extent the corresponding provisions of the Senior Secured PartyDebt Documents have been amended or modified with cushions consistent with the cushions included in comparable covenants, or any Obligor, defaults and other than, provisions in any case, as a result of an amendment permitted under clause (c) of this Section 10(b)the Senior Debt Documents.

Modifications to Subordinated Debt Documents. Until the Senior Debt has is paid in full and all commitments with respect thereto have been Paid in Fullterminated or expired, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither Subordinated Agent nor the Obligors and the Subordinated Creditors shallCreditor shall not, without the prior written consent of the Senior AgentAgent (on behalf of Senior Lenders), agree to any amendment, modification amendment or supplement to or consent to any departure or waiver from, or other modification to, the Subordinated Debt Documents or the Subordinated Debt the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt other than pursuant to increases in the principal amount of the Subordinated Debt as a result of payments of accrued interest in the form of PIK Notes or the increase of the principal amount of the Subordinated Debt, (b) increase the rate of interest payable on any of the Subordinated Debt, other than except (i) in connection with the imposition of a default rate of interest of up to an additional 2.0% per annum in accordance with the terms of the Subordinated Debt Document Documents (as in effect on the date hereof)) or (ii) in connection with an increase in the interest rate on the Subordinated Debt upon an increase in the interest rate applicable to the Senior Debt or with respect to an increase in the rate of non-cash, (b) accelerate in-kind interest, in each case, the amortization rate of interest payable on any portion of the Subordinated Debt from may be increased by the amortization currently set forth in the Subordinated Loan Agreementsame amount of such increase, (c) change to an earlier date any date upon which regularly scheduled payments of principal or interest on the Subordinated Debt are due, (d) add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any event of default or any covenant which would have the effect of making such event of default or covenant more restrictive than currently set forth in the Subordinated Loan Agreementrestrictive; provided, provided that if the Senior Debt Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Obligors shall, if requested by the Subordinated Creditors mayCreditor, without the prior written consent execute a modification or amendment of Senior Agent, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Debt Documents and the Subordinated Debt Documents on the date hereof) and no such amendments, additions or modifications would have the effect of making any such event of default or covenant more restrictive than those set forth in the Senior Credit Agreement and the other Senior Debt Documents, as so amended or otherwise modified, (e) change the final scheduled maturity date of any Subordinated Debt to a date that is earlier than one (1) year after the Senior Maturity Date, (f) take any Liens or security interests in assets of the Obligors or any other property or assets securing the Senior Debt (other than judgment liens obtained and maintained by Subordinated Creditor in compliance with this Agreement), (dg) change any redemption, put or prepayment provisions of the Subordinated DebtDebt so as to require a new redemption, put or prepayment or accelerate any existing redemption, put or prepayment, or (eh) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take or perfect any liens or security interests in any assets of any Obligor or any other obligor on the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (i) change or amend any other term of the Subordinated Agreements if such change or amendment would (1) result in a Default or Event of Default under the Senior Credit Agreement or any other Senior Document, (2) increase the obligation of any Obligor, or (3) confer additional material rights on Subordinated Agent or any Subordinated Creditor in any manner adverse to Senior Agent, any Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under clause (c) of this Section 10(b).

Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid indefeasibly paid in Fullfull in cash (or another form acceptable to the Senior Agent in writing), and notwithstanding anything to the contrary contained in the any Subordinated Debt Documents, neither Subordinated Agent nor the Subordinated Creditors shallJunior Lender shall not, without the prior written consent of the Senior Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or Debt; (b) increase the interest rate of interest on any of the Subordinated Debt, other than the imposition of a default rate of interest of up with respect to an additional 2.0% per annum in accordance with the terms of the Subordinated Debt Document payable upon an Subordinated Debt Default by more than three hundred (as in effect 300) basis points; (c) shorten the dates upon which payments of principal on the date hereof), (b) accelerate the amortization of any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreement, are due; (cd) add or make more restrictive restrictive, or add, any default, event of default or any covenant with respect to the Subordinated Debt; (e) change any redemption or prepayment provisions of the Subordinated Debt, except to extend their effective dates; (f) alter the subordination provisions with respect to the Subordinated Debt in any manner that would be adverse to the Senior Lenders, including, without limitation, subordinating the Subordinated Debt to any other indebtedness; (g) take any additional Liens or security interests in any assets of the Borrower, any Loan Party or any guarantor of the Subordinated Debt; or (h) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, materially increase the obligations of the Borrower (taken as a whole), any Loan Party or any guarantor of the Subordinated Debt or make any change to any default confer additional material rights on Junior Lender or any covenant which would have the effect other holder of making such default or covenant more restrictive than currently set forth in the Subordinated Debt in a manner materially adverse to the Borrower, any Loan Agreement; providedParty, that any such guarantor or the Senior Lenders. Notwithstanding the foregoing, if the Senior Debt Documents are amended or otherwise modified to provide for additional covenants or events of default default, or to make more restrictive or onerous any existing covenants or events of default applicable to the ObligorsLoan Parties, then Subordinated Agent and the Subordinated Creditors may, without comparable provisions of the prior written consent of Senior Agent, amend the Comparable Subordinated Debt Documents may be similarly amended or modified to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under or step-back between the Senior Debt Documents and the Subordinated Debt Documents on the date hereof), (d) change any redemption, put or prepayment provisions of the Subordinated Debt, (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take or perfect any liens or security interests is maintained in any assets of any Obligor or any other obligor on the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (i) change or amend any other term of the Subordinated Agreements if such change or amendment would (1) result in a Default or Event of Default under the Senior Credit Agreement or any other Senior Document, (2) increase the obligation of any Obligor, or (3) confer additional material rights on Subordinated Agent or any Subordinated Creditor in any manner adverse to Senior Agent, any Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under clause (c) of this Section 10(b)connection therewith.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid indefeasibly paid in Fullfull in cash and all lending commitments (if any) under the Senior Debt Documents have terminated, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither no Subordinated Agent nor the Subordinated Creditors Creditor shall, without the prior written consent of Senior Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or rate of interest on any of the Subordinated Debt, other than (b) change the imposition dates upon which payments of a default rate of principal or interest of up to an additional 2.0% per annum in accordance with the terms of on the Subordinated Debt Document (as in effect on the date hereof), (b) accelerate the amortization of are due to any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreementearlier date, (c) add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Subordinated Loan Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Subordinated Creditors may, without the prior written consent of Senior Agent, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereof)Debt, (d) change any redemption, put redemption or prepayment provisions of the Subordinated DebtDebt the effect of which would be to accelerate any payments thereunder, (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take or perfect any liens or security interests in any assets of any Obligor Borrower or any other obligor on guarantor of the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, or (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (i) change or amend any other term of the Subordinated Agreements Debt Documents if such change or amendment would (1) result in a Default or Event Senior Default, increase the obligations of Default under the Senior Credit Agreement any Borrower or any other Senior Document, (2) increase guarantor of or any obligor on the obligation of any Obligor, Subordinated Debt or (3) confer additional material rights on Subordinated Agent Creditor or any other holder of the Subordinated Creditor Debt in any a manner adverse to Senior Agentany Borrower, any such guarantor, any such obligor or Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under clause (c) of this Section 10(b)Lenders.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid indefeasibly paid in Fullfull in cash and all lending commitments (if any) under the Senior Debt Documents have terminated, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither no Subordinated Agent nor the Subordinated Creditors Creditor shall, without the prior written consent of Senior Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or rate of interest (if any) on any of the Subordinated Debt, other than (b) change the imposition dates upon which payments of a default rate of principal or interest of up to an additional 2.0% per annum in accordance with the terms of (if any) on the Subordinated Debt Document (as in effect on the date hereof), (b) accelerate the amortization of are due to any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreementearlier date, (c) add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Subordinated Loan Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Subordinated Creditors may, without the prior written consent of Senior Agent, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereof)Debt, (d) change any redemption, put redemption or prepayment provisions of the Subordinated DebtDebt the effect of which would be to accelerate any payments thereunder, (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take or perfect any liens or security interests in any assets of any Obligor Borrower or any other obligor on guarantor of the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, or (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (i) change or amend any other term of the Subordinated Agreements Debt Documents if such change or amendment would (1) result in a Default or Event Senior Default, increase the obligations of Default under the Senior Credit Agreement any Borrower or any other Senior Document, (2) increase guarantor of or any obligor on the obligation of any Obligor, Subordinated Debt or (3) confer additional material rights on Subordinated Agent Creditor or any other holder of the Subordinated Creditor Debt in any a manner adverse to Senior Agentany Borrower, any such guarantor, any such obligor or Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under clause (c) of this Section 10(b)Lenders.

Modifications to Subordinated Debt Documents. Until The Subordinated Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Subordinated Indebtedness may be Refinanced, in each case, without the consent of any Senior Lender; provided, however, that, until the Senior Debt has been Paid in Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documentsno such amendment, neither Subordinated Agent nor the Subordinated Creditors restatement, supplement, modification, waiver, or Refinancing (or successive amendments, restatements, supplements, modifications, waivers, or Refinancings) shall, without the prior written consent of Senior Agent, agree to any amendment(i) violate or directly conflict with the provisions of this Agreement, modification or supplement to the Subordinated Debt Documents the effect of which is to (aii) increase the maximum principal amount of interest rate payable in cash on the Subordinated Debt or rate of interest on any of the Subordinated Debt, other than the imposition of a default rate of interest of up Notes to an additional 2.0amount greater than 1.50% per annum in accordance with the terms of the Subordinated Debt Document (as in effect on the date hereof), (b) accelerate the amortization of any portion of the Subordinated Debt from the amortization currently above those set forth in the Subordinated Loan Agreement, (c) add or make more restrictive any default, event Note Purchase Agreement as of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Subordinated Loan Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Subordinated Creditors may, without the prior written consent of Senior Agent, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereofhereof (excluding the accrual of interest at the default rate), (diii) change any redemption, put or prepayment provisions shorten the maturity date of the Subordinated Debt, (e) alter Indebtedness to a date that is less than 91 days after the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take or perfect any liens or security interests in any assets stated maturity date of any Obligor or any other obligor on the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (hiv) subordinate impose any restriction on the Subordinated Debt ability of the Credit Parties to perform their respective obligations under the Senior Loan Documents, (v) impose any other indebtedness except restrictions or covenants binding on the Credit Parties that are materially more restrictive (in the Borrower’s commercially reasonable judgement) than those applicable to such Credit Party in the Senior Loan Documents as provided hereinof the date hereof, and (vi) adversely affect the perfection and validity of the liens granted pursuant to the Senior Loan Documents or the ability of the Agent to exercise its material rights and remedies thereunder (i) change or amend any other term in the Borrower’s commercially reasonable judgement); provided, further, that the holders of the Subordinated Agreements if Indebtedness resulting from any such change or amendment would (1) result in a Default or Event of Default under the Senior Credit Agreement or any other Senior Document, (2) increase the obligation of any ObligorRefinancing, or (3) confer additional material rights a duly authorized agent on Subordinated Agent or any Subordinated Creditor their behalf, shall agree in any manner adverse writing to Senior Agent, any Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under clause (c) be bound by the terms of this Section 10(b)Agreement.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid in In Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither Subordinated Agent nor the Subordinated Creditors shallCreditor shall not, without the prior written consent of Senior First Lien Collateral Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to to: (a) increase the maximum principal amount of the Subordinated Debt or rate of interest (or cash pay rate of interest) on any of the Subordinated Debt, other than as a result of payment in kind payments and payment in kind default interest; (b) shorten the imposition dates upon which payments of a default rate of principal or interest of up to an additional 2.0% per annum in accordance with the terms of on the Subordinated Debt Document (as in effect on the date hereof), (b) accelerate the amortization of any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreement, are due; (c) add or make more restrictive or add any default, event of default or any covenant with respect to the Subordinated Debt or make any change (other than like kind changes that are made to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Subordinated Loan Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Subordinated Creditors may, without the prior written consent of Senior Agent, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereofDocuments), ; (d) change make more onerous upon the Company or any redemptionGuarantor any conversion, put redemption or prepayment provisions of the Subordinated Debt, or enhance the rights of the Subordinated Creditor or any other holder of the Subordinated Debt with respect to any such provisions; (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, ; or (f) take or perfect any other liens or security interests in any assets of any Obligor the Company or any other obligor on the Subordinated Debt Guarantor, unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also First Lien Collateral Agent has or is offered a lien and or security interest on in such assets, assets which is senior to such lien or security interest and governed by the terms of this Agreement; or (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (i) change or amend any other term of the Subordinated Agreements Debt Documents if such change or amendment would (1) result in a Default or Event Senior Default, materially increase the obligations of Default under the Senior Credit Agreement Company or any other Senior Document, (2) increase the obligation of any Obligor, Guarantor or (3) confer additional material rights on Subordinated Agent Creditor or any other holder of the Subordinated Creditor Debt, in any a manner adverse to Senior Agentthe Company, any Senior Secured PartyGuarantor, any Guarantor of the Subordinated Debt, or any Obligorof the Senior Lenders. (in each case other than like kind changes that are made to the Senior Debt Documents). The Company hereby agrees to offer to First Lien Collateral Agent, other thanor cause to be granted to First Lien Collateral Agent, liens on or security interests in any case, as a result real or personal property of an amendment permitted under clause (c) of this Section 10(b)the Company or any Guarantor that are granted to the Subordinated Creditor.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid indefeasibly paid in Fullfull in cash (or another form acceptable to the Senior Agent in writing), and notwithstanding anything to the contrary contained in the any Subordinated Debt Documents, neither Subordinated Agent nor the Subordinated Creditors shallJunior Lender shall not, without the prior written consent of the Senior Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or Debt; (b) increase the interest rate of interest on any of the Subordinated Debt, other than the imposition of a default rate of interest of up with respect to an additional 2.0% per annum in accordance with the terms of the Subordinated Debt Document payable upon an Subordinated Debt Default by more than three hundred (as in effect 300) basis points; (c) shorten the dates upon which payments of principal on the date hereof), (b) accelerate the amortization of any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreement, are due; (cd) add or make more restrictive restrictive, or add, any default, event of default or any covenant with respect to the Subordinated Debt; (e) change any redemption or prepayment provisions of the Subordinated Debt, except to extend their effective dates; (f) alter the subordination provisions with respect to the Subordinated Debt in any manner that would be adverse to the Senior Lenders, including, without limitation, subordinating the Subordinated Debt to any other indebtedness; (g) take any additional Liens or security interests in any assets of the Borrower, any Loan Party or any guarantor of the Subordinated Debt; or (h) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, materially increase the obligations of the Borrower (taken as a whole), any Loan Party or any guarantor of the Subordinated Debt or make any change to any default confer additional material rights on Junior Lender or any covenant which would have the effect other holder of making such default or covenant more restrictive than currently set forth in the Subordinated Debt in a manner materially adverse to the Borrower, any Loan Agreement; providedParty, that any such guarantor or the Senior Lenders. Notwithstanding the foregoing, if the Senior Debt Documents are amended or otherwise -17- modified to provide for additional covenants or events of default default, or to make more restrictive or onerous any existing covenants or events of default applicable to the ObligorsLoan Parties, then Subordinated Agent and the Subordinated Creditors may, without comparable provisions of the prior written consent of Senior Agent, amend the Comparable Subordinated Debt Documents may be similarly amended or modified to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under or step-back between the Senior Debt Documents and the Subordinated Debt Documents on the date hereof), (d) change any redemption, put or prepayment is maintained in connection therewith. 3.3. Approved AR Loan Facility. The terms and provisions of the Subordinated Debt, (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take or perfect any liens or security interests in any assets Section 10.21 of any Obligor or any other obligor on the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (i) change or amend any other term of the Subordinated Agreements if such change or amendment would (1) result in a Default or Event of Default under the Senior Credit Agreement or any other in effect as of the date of this Agreement are hereby incorporated into this Agreement by reference. In the event that Senior DocumentAgent approves a revolving loan facility in accordance with the terms and provisions of such Section 10.21 of the Senior Credit Agreement, Junior Lender shall (a) be deemed to have approved such revolving loan facility so long as (i) such revolving loan facility is approved by all existing Senior Lenders, (2ii) increase no Senior Default or Subordinated Debt Default has occurred and is continuing and (iii) Senior Agent shall not have delivered a Senior Default Notice to Junior Lender in connection with any blockage of Permitted Subordinated Debt Payments pursuant to Section 2.3(a) hereof, and (b) work together with Senior Agent and the obligation of any ObligorBorrower in good faith, or (3) confer additional material rights on and at the Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such Subordinated Agent or any Subordinated Creditor in any manner adverse Debt Documents as may be necessary, to Senior Agentpermit such indebtedness, any Senior Secured Partyto release and/or subordinate such liens as may be necessary to effectuate such revolving loan facility, or any Obligor, other than, in any case, and to enter into such third party documents as a result of an amendment permitted under clause (c) of this Section 10(b)may be reasonably requested by Borrower and/or such revolving loan lender.

Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid indefeasibly paid in Fullfull in cash and all lending commitments (if any) under the Senior Debt Documents have terminated, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither no Subordinated Agent nor the Subordinated Creditors Creditor shall, without the prior written consent of Senior Agent, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the maximum principal amount of the Subordinated Debt or rate of interest on any of the Subordinated Debt, other than (b) change the imposition dates upon which payments of a default rate of principal or interest of up to an additional 2.0% per annum in accordance with the terms of on the Subordinated Debt Document (as in effect on the date hereof), (b) accelerate the amortization of are due to any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreementearlier date, (c) add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Subordinated Loan Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing covenants or events of default applicable to the Obligors, then Subordinated Agent and the Subordinated Creditors may, without the prior written consent of Senior Agent, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereof)Debt, (d) change any redemption, put redemption or prepayment provisions of the Subordinated DebtDebt the effect of which would be to accelerate any payments thereunder, (e) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) take or perfect any other liens or security interests in any assets of any Obligor Borrower or any other obligor on guarantor of the Subordinated Debt unless Senior Agent, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, or (g) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (h) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (i) change or amend any other term of the Subordinated Agreements Debt Documents if such change or amendment would (1) result in a Default or Event Senior Default, increase the obligations of Default under the Senior Credit Agreement any Borrower or any other Senior Document, (2) increase guarantor of or obligor on the obligation of any Obligor, Subordinated Debt or (3) confer additional material rights on Subordinated Agent Creditor or any other holder of the Subordinated Debt in a manner adverse to any Borrower, any such guarantor, any such obligor or Senior Lenders; provided, however, that nothing herein shall in any way restrict or prohibit MediaBay and any Subordinated Creditor from amending, modifying or supplementing the conversion price or conversion provisions contained in any manner adverse to Senior Agent, any Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under clause (c) of this Section 10(b)the Subordinated Debt Documents.