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.

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, Subordinated Creditor shall not, without the prior written consent of Senior Lender, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to # increase the 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 no more than fifteen percent (15%) of any amounts owed, including interest, charges and fees, according to the Subordinated Debt Documents (as in effect on the date hereof), # accelerate the amortization of any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreement as in effect on the date hereof, # decrease the Installment Sale Period applicable to any contemporaneous Installment Sale to less than six (6) months, # 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 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 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), # change any redemption, put or prepayment provisions of the Subordinated Debt, # alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, # 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, # 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, # subordinate the Subordinated Debt to any other indebtedness except as provided herein, or # change or amend any other term of the Installment Sale Agreement if such change or amendment would # result in a Default or Event of Default under the Senior Credit Agreement or any other Senior Document, # increase the obligation of any Obligor, or # confer additional material rights on Subordinated Creditor or otherwise be in any manner adverse to Senior Lender, 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.