Common use of Modifications to Subordinated Debt Documents Clause in Contracts

Modifications to Subordinated Debt Documents. Until the Discharge of Senior Debt, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, Subordinated Secured Parties shall not, without the prior written consent of Agent (acting at the written direction of the Required Senior Lenders 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 principal amount of the Subordinated Debt above the Subordinated Debt Cap or increase the margins applicable to the interest rates with respect to the Senior Debt by more than 200 basis points per annum, except in connection with the imposition of a default rate of interest in accordance with the terms of the Subordinated Debt Documents, (b) change the dates upon which payments of principal or cash interest on the Subordinated Debt are due (except to extend such dates; provided that the Subordinated Debt shall not mature earlier than 6 months after the latest maturity of the Senior Debt), (c) change or add any event of default or any covenant with respect to the Subordinated Debt which makes the Subordinated Debt Documents more restrictive in any material respect or more burdensome on any Company, unless and only to the extent that a corresponding change or addition has been made to the Senior Debt Documents so long as any applicable cushion that currently exists between the applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintained, (d) change any 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 Debt (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) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of any Company or any guarantor of the Subordinated Debt or confer additional material rights on Subordinated Agent or any other holder of the Subordinated Debt in a manner adverse to such Company, any such guarantor or Senior Lenders, (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 departure from the terms and provisions of the Subordinated Debt Documents in a manner that would contravene the terms and conditions of this Agreement.

Modifications to Subordinated Debt Documents. Until the Discharge of Senior DebtDebt has been Paid in Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, neither Subordinated Secured Parties shall notAgent nor the Subordinated Creditors shall, without the prior written consent of Agent (acting at the written direction of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement))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 above or rate of interest on any of the Subordinated Debt Cap or increase the margins applicable to the interest rates with respect to the Senior Debt by more Debt, other than 200 basis points per annum, 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 DocumentsDocument (as in effect on the date hereof), (b) change accelerate the dates upon which payments amortization of principal or cash interest on any portion of the Subordinated Debt are due (except to extend such dates; provided that from the amortization currently set forth in the Subordinated Debt shall not mature earlier than 6 months after the latest maturity of the Senior Debt)Loan Agreement, (c) change add or add 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 makes 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 in any material respect covenants or more burdensome on any Companyevents of default, unless and only to as the extent that a corresponding change or addition has been made to the Senior Debt Documents case may be, so long as as, in each such case, any applicable cushion that currently exists between is maintained (determined on a percentage basis based on the applicable covenants contained in relevant levels under the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintainedon the date hereof), (d) change any redemption redemption, put 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 Debt (other than an extension thereof)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 Debt Documents Agreements if such change or amendment would (1) result in a Default or Event of Default under the Senior DefaultCredit Agreement or any other Senior Document, (2) increase the obligations obligation of any Company Obligor, or any guarantor of the Subordinated Debt or (3) confer additional material rights on Subordinated Agent or any other holder of the Subordinated Debt Creditor in a any manner adverse to such CompanySenior Agent, any such guarantor or Senior Lenders, (g) directly prohibit or restrict the payment of principal of, interest onSecured Party, or any Obligor, other amounts payable with respect tothan, the Senior Debtin any case, or as a result of an amendment permitted under clause (hc) otherwise modify or consent to any departure from the terms and provisions of the Subordinated Debt Documents in a manner that would contravene the terms and conditions of this AgreementSection 10(b).

Modifications to Subordinated Debt Documents. Until the Discharge of Senior DebtDebt has been Paid in Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, no Subordinated Secured Parties shall notParty shall, without the prior written consent of Agent Agent, (acting at the written direction of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement)), 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 above or rate of interest on any of the Subordinated Debt Cap or (provided that, for the avoidance of doubt, the payment by the Company of non-cash in-kind interest, the increase the margins applicable to in the interest rates with respect to rate on the Senior Debt by more than 200 basis points per annum, except in connection with second anniversary of the date hereof and the imposition of a default rate of interest interest, all in accordance with the terms of the Subordinated Debt Documents as in effect on the date hereof, shall not constitute an amendment, modification or supplement to the Subordinated Debt Documents), (b) change the dates upon which payments of principal or cash interest on the Subordinated Debt are due (except or terms upon which interest is required to extend such dates; provided that the Subordinated Debt shall not mature earlier than 6 months after the latest maturity of the Senior Debt)be paid, (c) change or add any event of default or any covenant with respect to the Subordinated Debt which makes the Subordinated Debt Documents more restrictive in any material respect or more burdensome on any Company, unless and only to the extent that a corresponding change or addition has been made to the Senior Debt Documents so long as any applicable cushion that currently exists between the applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintainedDebt, (d) change any 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 Debt (other than an extension thereof)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) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of any Company or any guarantor of the Subordinated Debt Credit Party or confer additional material rights on any Subordinated Agent Party or any other holder of the Subordinated Debt in a manner adverse to such Company, any such guarantor Credit Party or Senior Lenders, (g) directly prohibit or restrict the payment of principal of, interest on, or other amounts payable with respect to, the Senior Debt, or (hii) otherwise modify or consent to take any departure from the terms and provisions Liens in any assets of any Credit Party other than such Liens provided for in the Subordinated Debt Documents as in a manner that would contravene existence on the terms and conditions of this Agreementdate hereof unless the same shall have been granted to the Senior Secured Parties.

Modifications to Subordinated Debt Documents. Until the Discharge of Senior DebtDebt has been paid in full 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, no Subordinated Secured Parties shall notCreditor shall, without the prior written consent of Agent (acting at the written direction of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement))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 above the Subordinated Debt Cap or increase the margins applicable to the interest rates with respect to the Senior Debt by more than 200 basis points per annum, except in connection with the imposition of a default rate of interest in accordance with the terms on any of the Subordinated Debt DocumentsDebt, (b) change the dates upon which payments of principal or cash interest on the Subordinated Debt are due (except to extend such dates; provided that the Subordinated Debt shall not mature earlier than 6 months after the latest maturity of the Senior Debt)due, (c) change or add any event of default or any covenant with respect to the Subordinated Debt which makes the Subordinated Debt Documents more restrictive in any material respect or more burdensome on any Company, unless and only to the extent that a corresponding change or addition has been made to the Senior Debt Documents so long as any applicable cushion that currently exists between the applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintainedDebt, (d) change any 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 Debt (other than an extension thereof)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 any liens or security interests in any assets of any Credit Party to secure the Subordinated Debt or (g) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of any Company or any guarantor Credit Party in respect of the Subordinated Debt or confer additional material rights on any Subordinated Agent Creditor or any other holder of the Subordinated Debt in a manner adverse to such Company, any such guarantor Credit Party or Senior Lenders, (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 departure from the terms and provisions of the Subordinated Debt Documents in a manner that would contravene the terms and conditions of this Agreement.

Modifications to Subordinated Debt Documents. Until the Discharge of Senior DebtDebt has been Paid in Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, Subordinated Secured Parties Creditor and the Company shall not, without the prior written consent of Agent (acting at the written direction of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement))Creditor, agree to any amendmentamend, modification modify, restate, replace or supplement to the any Subordinated Debt Documents Document the effect of which is to (ai) increase the maximum principal amount of the Subordinated Debt above the Subordinated Debt Cap or increase the margins applicable to the interest rates with respect to the Senior Debt by more than 200 basis points per annum, except in connection with the imposition of a default rate of interest in accordance with the terms on any of the Subordinated Debt Documents(provided, however, that it is understood and agreed that the determination of the Finally Determined Obligation and the interest rate adjustment pursuant to the Subordinated Loan Agreement as in effect on the date hereof shall not be restricted by this clause (i)), (bii) change shorten the dates upon which payments of principal or cash interest on the Subordinated Debt are is due (except to extend such dates; provided that or otherwise alter the repayment terms of the Subordinated Debt shall not mature earlier than 6 months after the latest maturity of the Senior Debt)in a manner adverse to any Loan Party, (ciii) change or add any default or event of default or any covenant with respect to the Subordinated Debt or make any change to any default, event of default or covenant which makes would have the Subordinated Debt Documents effect of making such default, event of default or covenant more restrictive in (provided, however, the removal, loosening or making less restrictive of any material respect covenant, default or more burdensome on any Company, unless and only to the extent that a corresponding change or addition has been made to the Senior Debt Documents so long as any applicable cushion that currently exists between the applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintainedevent of default shall not be deemed prohibited hereby), (div) change any 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 Debt (other than an extension thereof)Debt, (ev) alter (or purport or attempt to alter) the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (fvi) take any additional liens or security interests in any assets of the Company or any of its subsidiaries, or any guarantor of the Subordinated Debt (including any lien on any property of the Company or any subsidiary securing any judgment in favor of any Subordinated Creditor) over which the Senior Creditor does not already have a perfected lien or (vii) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a default or an event of default under the Senior DefaultDebt Documents, increase the obligations of any Company the Company, its subsidiaries or any guarantor of the Subordinated Debt or confer additional material rights on Subordinated Agent Creditor or any other 16 holder of the Subordinated Debt in a manner adverse to such the Company, any such of its subsidiaries, any guarantor or Senior Lenders, (g) directly prohibit Creditor nor shall Subordinated Creditor agree to further subordinate all 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 departure from the terms and provisions portion of the Subordinated Debt Documents in a manner that would contravene the terms and conditions of this AgreementDebt.

Modifications to Subordinated Debt Documents. Until the Discharge of Senior DebtDebt has been indefeasibly paid in full 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, Subordinated Secured Parties Junior Lender shall not, without the prior written consent of Agent (acting at the written direction of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement))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 above the Subordinated Debt Cap or Debt; (b) increase the margins applicable to the interest rates rate with respect to the Senior Subordinated Debt payable upon an Subordinated Debt Default by more than 200 three hundred (300) basis points per annum, except in connection with the imposition of a default rate of interest in accordance with the terms of the Subordinated Debt Documents, points; (bc) change shorten the dates upon which payments of principal or cash interest on the Subordinated Debt are due due; (except to extend such dates; provided that the Subordinated Debt shall not mature earlier than 6 months after the latest maturity of the Senior Debt)d) make more restrictive, (c) change or add add, any event of default or any covenant with respect to the Subordinated Debt which makes the Subordinated Debt Documents more restrictive in any material respect or more burdensome on any Company, unless and only to the extent that a corresponding change or addition has been made to the Senior Debt Documents so long as any applicable cushion that currently exists between the applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintained, Debt; (de) change any 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 Debt Debt, except to extend their effective dates; (other than an extension thereof), (ef) alter the subordination provisions with respect to the Subordinated DebtDebt 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 (fh) 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 Company Loan Party or any guarantor of the Subordinated Debt or confer additional material rights on Subordinated Agent Junior Lender or any other holder of the Subordinated Debt in a manner materially adverse to such Companythe Borrower, any Loan Party, any such guarantor or the Senior Lenders. Notwithstanding the foregoing, (g) directly prohibit if the Senior Debt Documents are amended or restrict the payment otherwise -17- modified to provide for additional covenants or events of principal of, interest ondefault, or other amounts payable with respect toto make more restrictive or onerous any existing covenants or events of default applicable to the Loan Parties, then the comparable provisions of 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 case, any cushion or step-back between the Senior Debt, or (h) otherwise modify or consent to any departure from Debt Documents and the Subordinated Debt Documents is maintained in connection therewith. 3.3. Approved AR Loan Facility. The terms and provisions of Section 10.21 of the Senior Credit Agreement in effect as of the date of this Agreement are hereby incorporated into this Agreement by reference. In the event that Senior Agent 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, (ii) 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 Borrower in good faith, and at the Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such Subordinated Debt Documents in a manner that would contravene the terms as may be necessary, to permit such indebtedness, to release and/or subordinate such liens as may be necessary to effectuate such revolving loan facility, and conditions of this Agreementto enter into such third party documents as may be reasonably requested by Borrower and/or such revolving loan lender.

Modifications to Subordinated Debt Documents. Until the Discharge of Senior DebtDebt has been Paid in Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, Subordinated Secured Parties Creditor shall not, without the prior written consent of Agent (acting at the written direction of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement))Lender, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the principal amount Installment Sale Credit Amount or rate of interest on any of the Subordinated Debt above the Subordinated Debt Cap or increase the margins applicable to the interest rates with respect to the Senior Debt by more Debt, other than 200 basis points per annum, except in connection with the imposition and accrual, but not payment in cash, of a default rate of interest of no more than fifteen percent (15%) of any amounts owed, including interest, charges and fees, according to the Subordinated Debt Documents (as in accordance with effect on the terms date hereof), (b) accelerate the amortization of any portion of the Subordinated Debt Documents, (b) change from the dates upon which payments of principal or cash interest amortization currently set forth in the Subordinated Loan Agreement as in effect on the Subordinated Debt are due (except to extend such dates; provided that the Subordinated Debt shall not mature earlier than 6 months after the latest maturity of the Senior Debt)date hereof, (c) change decrease the Installment Sale Period applicable to any contemporaneous Installment Sale to less than six (6) months, (d) add or add 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 makes would have the effect of making such default or covenant more restrictive than currently set forth in the 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 Creditor may, without the prior written consent of Senior Lender, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive in any material respect covenants or more burdensome on any Companyevents of default, unless and only to as the extent that a corresponding change or addition has been made to the Senior Debt Documents case may be, so long as as, in each such case, any applicable cushion that currently exists between is maintained (determined on a percentage basis based on the applicable covenants contained in relevant levels under the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintained, (d) change any redemption or prepayment provisions (including changing on the frequency or the amount of any such redemption or prepayment or any make-whole or similar premium applicable thereto) of the Subordinated Debt (other than an extension thereofdate hereof), (e) change any redemption, put or prepayment provisions of the Subordinated Debt, (f) 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 Lender, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (h) 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, (i) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (j) change or amend any other term of the Subordinated Debt Documents Installment Sale Agreement if such change or amendment would (1) result in a Default or Event of Default under the Senior DefaultCredit Agreement or any other Senior Document, (2) increase the obligations obligation of any Company Obligor, or any guarantor of the Subordinated Debt or (3) confer additional material rights on Subordinated Agent Creditor or otherwise be in any manner adverse to Senior Lender, any Senior Secured Party, or any Obligor, other holder 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 in a manner adverse to such Company, any such guarantor or Senior Lenders, (g) directly prohibit or restrict the payment of principal of, interest onDocuments, or other amounts payable such purchaser agrees to comply with respect to, the Senior Debt, or (h) otherwise modify or consent to any departure from the terms and provisions of the Subordinated Debt Documents in a manner that would contravene the terms and conditions of set forth in this AgreementSection 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 Senior DebtDebt is paid in full and all commitments with respect thereto have been terminated or expired, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, the Obligors and the Subordinated Secured Parties Creditor shall not, without the prior written consent of the Senior Agent (acting at the written direction on behalf of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement)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 above other than pursuant to increases in the principal amount of the Subordinated Debt Cap 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 margins applicable to rate of interest payable on any of the interest rates with respect to the Senior Debt by more than 200 basis points per annumSubordinated Debt, except (i) in connection with the imposition of a default rate of interest in accordance with the terms of the Subordinated Debt DocumentsDocuments (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, in-kind interest, in each case, the rate of interest payable on any of the Subordinated Debt may be increased by the same amount of such increase, (bc) change the dates to an earlier date any date upon which regularly scheduled payments of principal or cash interest on the Subordinated Debt are due (except to extend such dates; provided that the Subordinated Debt shall not mature earlier than 6 months after the latest maturity of the Senior Debt)due, (cd) change add or add make more restrictive any 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 makes would have the effect of making such event of default or covenant more restrictive; 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 the Obligors shall, if requested by the Subordinated Creditor, execute a modification or amendment of the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive in any material respect covenants or more burdensome on any Companyevents of default, unless and only to as the extent that a corresponding change or addition has been made to the Senior Debt Documents case may be, so long as as, in each such case, any applicable cushion that currently exists between is maintained (determined on a percentage basis based on the applicable covenants contained in relevant levels under the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintainedon 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, (de) 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), (g) change any redemption redemption, put 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 Debt so as to require a new redemption, put or prepayment or accelerate any existing redemption, put or prepayment, or (other than an extension thereof), (eh) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (f) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of any Company or any guarantor of the Subordinated Debt or confer additional material rights on Subordinated Agent or any other holder of the Subordinated Debt in a manner adverse to such Company, any such guarantor or Senior Lenders, (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 departure from the terms and provisions of the Subordinated Debt Documents in a manner that would contravene the terms and conditions of this Agreement.

Modifications to Subordinated Debt Documents. Until the Discharge of the Senior DebtDebt has occurred, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, the Subordinated Secured Parties Creditor shall not, without the prior written consent of Agent (acting at the written direction of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement))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 above the Subordinated Debt Cap or increase the margins applicable to the interest rates with respect to the Senior Debt by more (other than 200 basis points per annum, except in connection with the addition of Subordinated PIK Payments), (b) increase the rate of interest on any of the Subordinated Debt; provided, 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 at the rate set forth and as permitted in accordance with the terms of the Subordinated Debt DocumentsCredit Agreement as in effect on the date hereof, (bc) change the dates upon which payments of principal or cash interest on the Subordinated Debt are due (except to extend such an earlier date or in the case of interest, more frequent dates; provided that the Subordinated Debt shall not mature earlier than 6 months after the latest maturity of the Senior Debt), (cd) except as provided below, change or add any event of default or any covenant with respect to the Subordinated Debt which makes the Subordinated Debt Documents more restrictive in any material respect or more burdensome on any Company, unless and only to the extent that a corresponding change or addition has been made to the Senior Debt Documents so long as any applicable cushion that currently exists between the applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintainedDebt, (de) change any 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 Debt (other than an extension thereofextensions 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 (g) take any liens or security interests in any assets of any Loan Party to secure the Subordinated Debt to any other indebtednessDebt, or (fh) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of any Company or any guarantor of the Subordinated Debt or confer additional material rights on the Subordinated Agent Creditor or any other holder of the Subordinated Debt in a manner adverse to such Company, any such guarantor Loan Party or Senior Lenders; provided, (g) directly prohibit however, that the Subordinated Creditor shall be permitted to amend 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 departure from the terms and provisions of the Subordinated Debt Documents to modify or add covenants, defaults or other provisions, to the extent the corresponding provisions of the Senior Debt Documents have been amended or modified with cushions consistent with the cushions included in a manner that would contravene comparable covenants, defaults and other provisions in the terms and conditions of this AgreementSenior Debt Documents.

Modifications to Subordinated Debt Documents. Until the Discharge of Senior DebtDebt has been indefeasibly paid in full 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, no Subordinated Secured Parties shall notCreditor shall, without the prior written consent of Agent (acting at the written direction of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement))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 above the Subordinated Debt Cap or increase the margins applicable to the interest rates with respect to the Senior Debt by more than 200 basis points per annum, except in connection with the imposition of a default rate of interest in accordance with the terms (if any) on any of the Subordinated Debt DocumentsDebt, (b) change the dates upon which payments of principal or cash interest (if any) on the Subordinated Debt are due (except to extend such dates; provided that the Subordinated Debt shall not mature any earlier than 6 months after the latest maturity of the Senior Debt)date, (c) change or add any event of default or any covenant with respect to the Subordinated Debt which makes the Subordinated Debt Documents more restrictive in any material respect or more burdensome on any Company, unless and only to the extent that a corresponding change or addition has been made to the Senior Debt Documents so long as any applicable cushion that currently exists between the applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintainedDebt, (d) change any 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 Debt (other than an extension thereof)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 any liens or security interests in any assets of any Borrower or any guarantor of the Subordinated Debt or (g) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of the any Company Borrower or any guarantor of or any obligor on the Subordinated Debt or confer additional material rights on Subordinated Agent Creditor or any other holder of the Subordinated Debt in a manner adverse to such Companyany Borrower, any such guarantor guarantor, any such obligor or Senior Lenders, (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 departure from the terms and provisions of the Subordinated Debt Documents in a manner that would contravene the terms and conditions of this Agreement.

Modifications to Subordinated Debt Documents. Until the Discharge of Senior DebtDebt has been indefeasibly paid in full 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, Subordinated Secured Parties Junior Lender shall not, without the prior written consent of Agent (acting at the written direction of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement))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 above the Subordinated Debt Cap or Debt; (b) increase the margins applicable to the interest rates rate with respect to the Senior Subordinated Debt payable upon an Subordinated Debt Default by more than 200 three hundred (300) basis points per annum, except in connection with the imposition of a default rate of interest in accordance with the terms of the Subordinated Debt Documents, points; (bc) change shorten the dates upon which payments of principal or cash interest on the Subordinated Debt are due due; (except to extend such dates; provided that the Subordinated Debt shall not mature earlier than 6 months after the latest maturity of the Senior Debt)d) make more restrictive, (c) change or add add, any event of default or any covenant with respect to the Subordinated Debt which makes the Subordinated Debt Documents more restrictive in any material respect or more burdensome on any Company, unless and only to the extent that a corresponding change or addition has been made to the Senior Debt Documents so long as any applicable cushion that currently exists between the applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintained, Debt; (de) change any 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 Debt Debt, except to extend their effective dates; (other than an extension thereof), (ef) alter the subordination provisions with respect to the Subordinated DebtDebt 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 (fh) 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 Company Loan Party or any guarantor of the Subordinated Debt or confer additional material rights on Subordinated Agent Junior Lender or any other holder of the Subordinated Debt in a manner materially adverse to such Companythe Borrower, any Loan Party, any such guarantor or the Senior Lenders. Notwithstanding the foregoing, (g) directly prohibit if the Senior Debt Documents are amended or restrict the payment otherwise modified to provide for additional covenants or events of principal of, interest ondefault, or other amounts payable with respect toto make more restrictive or onerous any existing covenants or events of default applicable to the Loan Parties, then the comparable provisions of 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 case, any cushion or step-back between the Senior Debt, or (h) otherwise modify or consent to any departure from the terms Debt Documents and provisions of the Subordinated Debt Documents is maintained in a manner that would contravene the terms and conditions of this Agreementconnection therewith.

Modifications to Subordinated Debt Documents. Until the Discharge of Senior DebtDebt has been indefeasibly paid in full 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, no Subordinated Secured Parties shall notCreditor shall, without the prior written consent of Agent (acting at the written direction of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement))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 above the Subordinated Debt Cap or increase the margins applicable to the interest rates with respect to the Senior Debt by more than 200 basis points per annum, except in connection with the imposition of a default rate of interest in accordance with the terms on any of the Subordinated Debt DocumentsDebt, (b) change the dates upon which payments of principal or cash interest on the Subordinated Debt are due (except to extend such dates; provided that the Subordinated Debt shall not mature any earlier than 6 months after the latest maturity of the Senior Debt)date, (c) change or add any event of default or any covenant with respect to the Subordinated Debt which makes the Subordinated Debt Documents more restrictive in any material respect or more burdensome on any Company, unless and only to the extent that a corresponding change or addition has been made to the Senior Debt Documents so long as any applicable cushion that currently exists between the applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintainedDebt, (d) change any 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 Debt (other than an extension thereof)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 any liens or security interests in any assets of any Borrower or any guarantor of the Subordinated Debt or (g) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of the any Company Borrower or any guarantor of or any obligor on the Subordinated Debt or confer additional material rights on Subordinated Agent Creditor or any other holder of the Subordinated Debt in a manner adverse to such Companyany Borrower, any such guarantor guarantor, any such obligor or Senior Lenders, (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 departure from the terms and provisions of the Subordinated Debt Documents in a manner that would contravene the terms and conditions of this Agreement.

Modifications to Subordinated Debt Documents. Until the Discharge of Senior DebtDebt has been indefeasibly paid in full 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, no Subordinated Secured Parties shall notCreditor shall, without the prior written consent of Agent (acting at the written direction of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement))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 above the Subordinated Debt Cap or increase the margins applicable to the interest rates with respect to the Senior Debt by more than 200 basis points per annum, except in connection with the imposition of a default rate of interest in accordance with the terms on any of the Subordinated Debt DocumentsDebt, (b) change the dates upon which payments of principal or cash interest on the Subordinated Debt are due (except to extend such dates; provided that the Subordinated Debt shall not mature any earlier than 6 months after the latest maturity of the Senior Debt)date, (c) change or add any event of default or any covenant with respect to the Subordinated Debt which makes the Subordinated Debt Documents more restrictive in any material respect or more burdensome on any Company, unless and only to the extent that a corresponding change or addition has been made to the Senior Debt Documents so long as any applicable cushion that currently exists between the applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintainedDebt, (d) change any 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 Debt (other than an extension thereof)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 any other liens or security interests in any assets of any Borrower or any guarantor of the Subordinated Debt or (g) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of any Company Borrower or any guarantor of or obligor on the Subordinated Debt or confer additional material rights on Subordinated Agent Creditor or any other holder of the Subordinated Debt in a manner adverse to such Companyany Borrower, any such guarantor guarantor, any such obligor or Senior Lenders; provided, (g) directly however, that nothing herein shall in any way restrict or prohibit MediaBay and any Subordinated Creditor from amending, modifying or restrict supplementing the payment of principal of, interest on, conversion price or other amounts payable with respect to, the Senior Debt, or (h) otherwise modify or consent to conversion provisions contained in any departure from the terms and provisions of the Subordinated Debt Documents in a manner that would contravene the terms and conditions of this AgreementDocuments.

Modifications to Subordinated Debt Documents. Until the Discharge of Senior DebtThe Subordinated Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and notwithstanding anything to the contrary contained in the Subordinated Indebtedness may be Refinanced, in each case, without the consent of any Senior Lender; provided, however, that, until the Senior Debt Documentshas been Paid in Full, Subordinated Secured Parties shall notno such amendment, restatement, supplement, modification, waiver, or Refinancing (or successive amendments, restatements, supplements, modifications, waivers, or Refinancings) shall, without the prior written consent of Agent Agent, (acting i) violate or directly conflict with the provisions of this Agreement, (ii) increase the interest rate payable in cash on the Subordinated Notes to an amount greater than 1.50% per annum above those set forth in the Subordinated Note Purchase Agreement as of the date hereof (excluding the accrual of interest at the written direction default rate), (iii) shorten the maturity date of the Required Subordinated Indebtedness to a date that is less than 91 days after the stated maturity date of Senior Lenders and Required Revolving Lenders Debt, (as defined iv) impose any restriction on the ability of the Credit Parties to perform their respective obligations under the Senior Loan Documents, (v) impose any 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 Credit Agreement))Loan Documents as of the date hereof, agree to any amendment, modification or supplement and (vi) adversely affect the perfection and validity of the liens granted pursuant to the Subordinated Debt Senior Loan Documents or the effect ability of which is the Agent to exercise its material rights and remedies thereunder (a) increase in the principal amount Borrower’s commercially reasonable judgement); provided, further, that the holders of the Subordinated Debt above the Subordinated Debt Cap Indebtedness resulting from any such Refinancing, or increase the margins applicable a duly authorized agent on their behalf, shall agree in writing to the interest rates with respect to the Senior Debt be bound by more than 200 basis points per annum, except in connection with the imposition of a default rate of interest in accordance with the terms of the Subordinated Debt Documents, (b) change the dates upon which payments of principal or cash interest on the Subordinated Debt are due (except to extend such dates; provided that the Subordinated Debt shall not mature earlier than 6 months after the latest maturity of the Senior Debt), (c) change or add any event of default or any covenant with respect to the Subordinated Debt which makes the Subordinated Debt Documents more restrictive in any material respect or more burdensome on any Company, unless and only to the extent that a corresponding change or addition has been made to the Senior Debt Documents so long as any applicable cushion that currently exists between the applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintained, (d) change any 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 Debt (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) change or amend any other term of the Subordinated Debt Documents if such change or amendment would result in a Senior Default, increase the obligations of any Company or any guarantor of the Subordinated Debt or confer additional material rights on Subordinated Agent or any other holder of the Subordinated Debt in a manner adverse to such Company, any such guarantor or Senior Lenders, (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 departure from the terms and provisions of the Subordinated Debt Documents in a manner that would contravene the terms and conditions of this Agreement.

Modifications to Subordinated Debt Documents. Until the Discharge of Senior DebtDebt has been Paid In Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, Subordinated Secured Parties Creditor shall not, without the prior written consent of Agent (acting at the written direction of the Required Senior Lenders and Required Revolving Lenders (as defined in the Senior Credit Agreement))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 above the Subordinated Debt Cap or increase the margins applicable to the interest rates with respect to the Senior Debt by more than 200 basis points per annum, except in connection with the imposition of a default rate of interest in accordance with the terms (or cash pay rate of interest) on any of the Subordinated Debt DocumentsDebt, other than as a result of payment in kind payments and payment in kind default interest; (b) change shorten the dates upon which payments of principal or cash interest on the Subordinated Debt are due (except to extend such datesdue; provided that the Subordinated Debt shall not mature earlier than 6 months after the latest maturity of the Senior Debt), (c) change make more restrictive or add any event of default or any covenant with respect to the Subordinated Debt which makes the Subordinated Debt Documents more restrictive in any material respect or more burdensome on any Company, unless and only to the extent (other than like kind changes that a corresponding change or addition has been are made to the Senior Debt Documents so long as any applicable cushion that currently exists between the applicable covenants contained in the Senior Debt Documents and those contained in the Subordinated Debt Documents is maintained, Documents); (d) change make more onerous upon the Company or any Guarantor any conversion, redemption or prepayment provisions (including changing of the frequency Subordinated Debt, or enhance the amount rights of any such redemption or prepayment the Subordinated Creditor or any make-whole or similar premium applicable thereto) other holder of the Subordinated Debt (other than an extension thereof), 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 ; or (f) take or perfect any other indebtednessliens or security interests in any assets of the Company or any Guarantor, unless First Lien Collateral Agent has or is offered a lien or security interest in such assets which is senior to such lien or security interest and governed by the terms of this Agreement; or (fg) 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 any the Company or any guarantor of the Subordinated Debt Guarantor or confer additional material rights on Subordinated Agent Creditor or any other holder of the Subordinated Debt Debt, in a manner adverse to such the Company, any such guarantor or Senior LendersGuarantor, (g) directly prohibit or restrict any Guarantor of the payment of principal of, interest on, or other amounts payable with respect to, the Senior Subordinated Debt, or (h) otherwise modify or consent to any departure from the terms and provisions of 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, or cause to be granted to First Lien Collateral Agent, liens on or security interests in any real or personal property of the Company or any Guarantor that are granted to the Subordinated Debt Documents in a manner that would contravene the terms and conditions of this AgreementCreditor.