Amendments to Noteholder Collateral Documents. (a) Unless and until the Discharge of Lender Claims has occurred, without the prior written consent of the Administrative Agent and the Required Lenders, no Noteholder Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Noteholder Collateral Document, would be inconsistent with any of the terms of this Agreement or the Loan Documents. The Trustee agrees that each Noteholder Collateral Document shall include the following language: "Notwithstanding anything herein to the contrary, the lien and security interest granted to the Trustee pursuant to this Agreement and the exercise of any right or remedy by the Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of August 18, 2003 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Intercreditor Agreement") among Fleet National Bank, as Administrative Agent, Credit Suisse First Boston, as Syndication Agent, Xxxxx Fargo Bank Minnesota, N.A., as Trustee, Advanstar Communications Inc., and the other Obligors party thereto, including any grantor of a security interest pursuant to this Agreement, named therein. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern."
Amendments to Noteholder Collateral Documents. (a) Until the First Lien Termination Date has occurred, without the prior written consent of the First Lien Agent and the Required Lenders, no Noteholder Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Noteholder Collateral Document would (i) provide any restriction on the Obligors’ ability to incur First Lien Debt, to grant Liens to the First Lien Agent for the benefit of the First Lien Lenders or otherwise to perform their obligations under the First Lien Lender Documents, in each case that is more restrictive than is contained in the Noteholder Documents on the date hereof, (ii) change the rate of interest payable on or alter the amount or dates for payment of any principal or other sum due in respect of the Noteholder Debt, other than to reduce such rate of interest or amount or extend the maturity of any such payment, or (iii) otherwise be inconsistent with any of the terms of any of the First Lien Lender Documents or this Agreement. The Second Lien Agent agrees that each Noteholder Collateral Document shall include the following language: “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of [_____ ___, ____] (as amended, modified, supplemented or replaced from time to time, the “Intercreditor Agreement”), between Xxxxx Fargo Bank, National Association, as First Lien Agent, and [____________________], as Second Lien Agent. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.”
Amendments to Noteholder Collateral Documents. (a) Without the prior written consent of the Credit Agent and the Required Lenders, no Noteholder Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Noteholder Collateral Document, would be prohibited by or inconsistent with any of the terms of the Senior Lender Documents. The Trustee agrees that each Noteholder Collateral Document shall include the following language (or language to similar effect approved by the Credit Agent): "Notwithstanding anything herein to the contrary, the lien and security interest granted to the Trustee pursuant to this Agreement and the exercise of any right or remedy by the Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of May 30, 2003 (as amended, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among Pliant Corporation, Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Credit Agent, and Wilmington Trust Company, as Trustee. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern." In addition, the Trustee agrees that each Noteholder Mortgage covering any Common Collateral shall contain such other language as the Credit Agent may reasonably request to reflect the subordination of such Noteholder Mortgage to the Senior Collateral Document covering such Common Collateral.
Amendments to Noteholder Collateral Documents. (a) Without the prior written consent of the Senior Agent and the Required Lenders, no Noteholder Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Noteholder Collateral Document, would be inconsistent with any of the terms of this Agreement or could reasonably be expected to have an adverse effect on the Senior Agent or Senior Lenders. The Trustee and the Collateral Agent agree that each Noteholder Collateral Document creating a Noteholder Common Lien shall include the following language: "Notwithstanding anything herein to the contrary, the lien and security interest granted to the [Collateral Agent/Trustee] pursuant to this Agreement and the exercise of any right or remedy by the [Collateral Agent/ Trustee] hereunder, in each case in respect of any collateral constituting Noteholder Common Collateral (as defined in the Intercreditor Agreement described below) are subject to the provisions of the Intercreditor Agreement, dated as of October 15, 2002 (as amended, modified or supplemented from time to time, the "Intercreditor Agreement") among General Electric Capital Corporation as Senior Agent, and U.S. Bank National Association, as Collateral Agent, U.S. 143 Bank National Association, as Trustee, and the Obligors (as defined therein), including the grantor of security interest in this Agreement, named therein. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern."
Amendments to Noteholder Collateral Documents. (a) Without the prior written consent of the Senior Agents and the Required Lenders under each of the Senior Credit Agreements, no Noteholder Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Noteholder Collateral Document, would be inconsistent with any of the terms of any of the Senior Lender Documents or this Agreement. The Trustee agrees that each Noteholder Collateral Document shall include the following language: "Notwithstanding anything herein to the contrary, the lien and security interest granted to the Trustee pursuant to this Agreement and the exercise of any right or remedy by the Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of August 18, 2003 (as amended, modified, supplemented or replaced from time to time, the "Intercreditor Agreement"), among Bank of America, N.A., as Senior Bank Agent and Senior Collateral Agent, Silver Point Finance, LLC, as Senior Term Loan B Agent, and U.S. Bank National Association, as Trustee, and Foamex L.P. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern." In addition, the Trustee agrees that (i) each Noteholder Mortgage covering any Common Collateral shall contain such other language as the Senior Collateral Agent may reasonably request to reflect the subordination of such Noteholder Mortgage to the Mortgage covering such Common Collateral and (ii) each Uniform Commercial Code financing statement naming the Trustee as secured party covering any Common Collateral shall be amended in a manner reasonably satisfactory to the Senior Collateral Agent to reflect the lien subordination agreed to in this Agreement.
Amendments to Noteholder Collateral Documents. (a) Unless and until the Discharge of Lender Claims has occurred, without the prior written consent of the First Lien Collateral Agent and the Required Lenders, no Noteholder Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Noteholder Collateral Document, would be inconsistent in any material respect with any of the terms of this Agreement or the Loan Documents. The Second Lien Collateral Agent agrees that each Noteholder Collateral Document related to the Common Collateral shall include substantially the following language: “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of November 24, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Intercreditor Agreement”), among Deutsche Bank Trust Company Americas, as First Lien Collateral Agent, The Bank of New York as Second Lien Collateral Agent, and Coinmach Laundry Corporation. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.”
Amendments to Noteholder Collateral Documents. (a) Without the prior written consent of the Intercreditor Agent and the Required Lenders, no Noteholder Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Noteholder Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Trustee agrees that each Noteholder Collateral Document shall include the following language (or language to similar effect approved by the Intercreditor Agent):
Amendments to Noteholder Collateral Documents. (a) Unless and until the Discharge of Senior Lender claims has occurred, without the prior written consent of the Credit Agent and the Required Lenders, no Noteholder Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Noteholder Collateral Document, would be prohibited by or inconsistent with any of the terms of the Senior Lender Documents. The Trustee agrees that each Noteholder Collateral Document shall include the following language (or language to similar effect approved by the Credit Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Trustee pursuant to this Agreement and the exercise of any right or remedy by the Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of March 28, 2005 (as amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Smart Modular Technologies (WWH), Inc., Wxxxx Fargo Foothill, Inc., as Credit Agent, and U.S. Bank National Association, as Trustee. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” In addition, the Trustee agrees that each Noteholder Mortgage covering any Common Collateral shall contain such other language as the Credit Agent may reasonably request to reflect the subordination of such Noteholder Mortgage to the Senior Collateral Document covering such Common Collateral.
Amendments to Noteholder Collateral Documents. (a) The Trustee agrees that each Noteholder Mortgage covering any Common Collateral shall contain such other language as the Senior Agent may reasonably request to reflect the subordination of such Noteholder Mortgage to the Mortgage covering such Common Collateral.
Amendments to Noteholder Collateral Documents. (a) Without the prior written consent of the Senior Agent and the Required Lenders, no Noteholder Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Noteholder Collateral Document, would be inconsistent with any of the terms of the Senior Lender Documents. The Trustee agrees that each Noteholder Collateral Document shall include the following language: “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Trustee pursuant to this Agreement and the exercise of any right or remedy by the Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of July 3, 2003 (the “Intercreditor Agreement”) among Bank of America, N.A. as Senior Agent, and The Bank of New York, as Trustee, and American Color Graphics, Inc. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.”
