Senior Debt. Ensure that the Obligations shall, at all times, rank at least pari passu in right of payment (to the fullest extent permitted by law) with all other senior Indebtedness of the Borrower and each of its Subsidiaries.

As of the Effective Date, the Company agrees to allow the LENDER to convert $100,000 of the Debt into Common Stock (the "Conversion Shares") at a conversion price of $0.05 per share

Classification as Senior Debt. The Obligations shall cease to be classified as “Senior Indebtedness,” “Designated Senior Indebtedness” or any similar designation under any instrument or other agreement or document governing the subordination terms of any Junior Debt.

Borrower may make cash distributions to Parent in amounts necessary for Parent to reasonably concurrently make, and Parent may make, payments of principal or cash settlement payments as required or permitted by the terms of the Senior Notes Debt and the Senior Notes Documents, in each case upon conversion of all or any portion the Senior Notes Debt, other than with respect to any portion of such Senior Notes Debt that is the subject of a refinancing funded with the proceeds of the issuance of additional Senior Notes upon consummation thereof;

Senior Indebtedness. The Obligations under the Facilities constitute “senior debt”, “senior indebtedness”, “guarantor senior debt”, “senior secured financing” and “designated senior indebtedness” (or any comparable term) under the documentation for all Indebtedness that is subordinated in right of payment to the Obligations (if applicable).

Debt. Create, assume or suffer to exist, or in any manner become or be liable in respect of, any Debt, except:

Debt. Borrower does not have any Debt outstanding other than Debt permitted by Section 6.1 hereof.

. The Obligations are # “Senior Debt”, “Senior Indebtedness”, “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) and “Designated Senior Debt”, “Designated Senior Indenture”, “Designated Guaranteed Secured Debt”, or “Designated Senior Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation and # “First Lien Debt” (or any comparable term) under, and as defined in, any intercreditor or subordination agreement relating to any Additional Permitted Debt (in cases where the Collateral Agent’s Liens arising under this Agreement and the other Loan Documents are intended to be senior to the Liens securing such Additional Permitted Debt, as contemplated in [Section 6.18(c)]).

“Net Senior Leverage Ratio” means with respect to a Core Portfolio Investment, Debt Security or a Senior Bank Loan Investment (in each case, other than LTV Investments (other than those identified as LTV Investments pursuant to clause (xxxi) of the definition of “Eligible Core Portfolio Investment”, clause (xv) of the definition of “Eligible Debt Security” or clause (xxviii) of the definition of “Eligible Senior Bank Loan Investment”)) either # the “Net Senior Leverage Ratio” or comparable definition set forth in the underlying Investment Documents for such Core Portfolio Investment, Debt Security or Senior Bank Loan Investment, or # in the case of any Core Portfolio Investment, Debt Security or Senior Bank Loan Investment with respect to which the related Underlying InstrumentsInvestment Documents do not include a definition of “Net Senior Leverage Ratio” or comparable definition, the ratio of # the Senior Debt (including, without limitation, such Core Portfolio Investment, Debt Security or Senior Bank Loan Investment) of the applicable Obligor as of the date of determination minus the amount of unrestricted cash and cash equivalents of such Obligor as of such date to # EBITDA of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Borrower in good faith.

“Senior Unsecured Long-Term Debt” means senior, unsecured, noncredit-enhanced long-term indebtedness for borrowed money of the Borrower.

“Senior Note Debt” means the indebtedness and other liabilities owing pursuant to any Senior Note Purchase Documents at any time.

“Senior Notes” means any of the 2017 Notes, the 2018 Notes, the 2020 Notes and any Additional Senior Secured Debt.

Modifications to Senior Documents. Senior Lender and Senior Secured Parties may at any time and from time to time without the consent of or notice to Subordinated Creditor without incurring liability to Subordinated Creditor and without impairing or releasing the obligations of Subordinated Creditor under this Agreement, change any of the terms of, renew, extend, change the manner, time, place and terms of payment of, sell, exchange, release, increase, substitute, surrender, realize upon, modify, waive, alter, grant indulgences with respect to and otherwise deal with in any manner: all or any Senior Debt, all or any of the Senior Documents; all or any part of any Collateral or other property at any time securing all or any Senior Debt; or any Person at any time primarily or secondarily liable for all or any Senior Debt and/or any Collateral therefor, all as if this Agreement and any interest that Subordinated Creditor has in such property did not exist; provided that, without the prior written consent of Subordinated Creditor, Senior Lender and Senior Secured Parties shall not agree to any amendment modification or supplement to, or waiver or departure from, the Senior Documents the effect of which is to # increase the principal amount of the Senior Debt (other than in connection with the accrual or incurrence of any interest, fees, indemnities, costs or expenses) to an amount in excess of one hundred fifteen percent (115%) of the principal amount of the Obligations under the Senior Loan Documents as of the date hereof ,(b) increase the interest rate, unused line fee or letter of credit fee with respect to the Senior Debt by more than 300 basis points (except as a result of a change in the prime rate or other index set forth in the Senior Credit Agreement for the calculation of same), except in connection with the imposition of a default rate of interest and/or letter of credit fees of up to an additional five percent (5.0%) per annum in accordance with the terms of the Senior Documents, # extend the final maturity date of the Senior Debt (beyond the final maturity date of the Subordinated Debt), # add or make more restrictive any default or any covenant with respect to the Senior Debt or make any more restrictive change to any default or covenant, unless each applicable Obligor offers to make a corresponding amendment to the applicable Subordinated Debt Documents, # prohibit or restrict the payment of principal of, interest on, or other amounts payable with respect to, the Subordinated Debt in a manner that is more restrictive than the prohibitions and restrictions currently contained in the Senior Credit Agreement, or # subordinate the Senior Debt to any other indebtedness, except for DIP Financing, and Permitted Liens (as defined in the Senior Credit Agreement) and indebtedness secured by such Permitted Liens.

“Eligible Investments” means, collectively, Cash and Cash Equivalents, the Eligible Quoted Senior Bank Loan Investments, the Eligible Investment Grade Debt Securities, the Eligible Core Portfolio Investments, the Eligible Unquoted Senior Bank Loan Investments and the Eligible Non-Investment Grade Debt Securities.

“Debt Rating” means, as to any Person, a non-credit enhanced, senior unsecured long-term debt rating of such Person.

Section # Senior Indebtedness Status. The Secured Obligations of each Loan Party under this Agreement and each of the other Loan Documents ranks and shall continue to rank at least senior in priority of payment to all Subordinated Debt and all senior unsecured Indebtedness of each such Person, and is designated as “Senior Indebtedness” under all instruments and documents, now or in the future, relating to all Subordinated Debt and all senior unsecured Indebtedness of such Person.

is outstanding on the Springing Maturity Date, whether as a result of the Borrower’s repurchases of or tenders for the Convertible Senior Notes, or the conversion or repayment of the Convertible Senior Notes pursuant to surrenders for conversion by holders of the Convertible Senior Notes in accordance with the Convertible Senior Notes indenture (the “Indenture”), or (iii) the Borrower shall have defeased all of the Convertible Senior Notes pursuant to the defeasance provisions contained in the Indenture.

“Permitted Unsecured Refinancing Debt” means any Credit Agreement Refinancing Indebtedness in the form of one or more series of senior unsecured notes or senior unsecured loans.