Common use of Amendments to Noteholder Collateral Documents Clause in Contracts

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.” (b) In the event the First Lien Collateral Agent enters into any amendment, waiver or consent in respect of any of the Security Documents related to the Common Collateral for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Security Document or changing in any manner the rights of the First Lien Collateral Agent, the First Lien Creditors or the Guarantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Noteholder Collateral Document without the consent of the Second Lien Collateral Agent or the Noteholders and without any action by the Second Lien Collateral Agent, CSC or any of its subsidiaries; provided that (A) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the Noteholder Collateral Documents, except to the extent that a release of such Lien is permitted by Section 5.1, (B) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Lien Collateral Agent and the Noteholders (and not the holders of the Lender Liens in a like or similar manner) shall not apply to the Noteholder Collateral Documents without the consent of the Second Lien Collateral Agent (acting at the direction of the holders of the requsite aggregate principal amount of the applicable Noteholder Claims, determined in accordance with the Indenture) and (C) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent; provided, further, that (x) nothing contained in this clause (b) shall impair the rights of the First Lien Collateral Agent and the holders of Lender Claims, or the obligations and agreements of the Second Lien Collateral Agent and Noteholders, under Sections 3 and 5.1 hereof and (y) the Security Documents and Noteholder Collateral Documents may, without the consent of the Second Lien Collateral Agent or the Noteholders, be amended or modified pursuant to this Section 5.3(b) to secure additional extensions of credit and add additional First Lien Creditors as long as such amendments or modifications do not violate the express provisions of the Indenture.

Amendments to Noteholder Collateral Documents. (a) Unless and until the Discharge of Lender Claims has occurred, without Without the prior written consent of the First Lien Collateral Agent Agents 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 Senior Lender Debt, to grant Liens to the Agents for the benefit of the Senior Lenders or otherwise to perform their obligations under the Senior 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 in any material respect with any of the terms of any of the Senior Lender Documents or this Agreement or the Loan DocumentsAgreement. The Second Lien Collateral Agent Trustee 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 Trustee pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of November 24October 20, 2004 (as amended, supplementedmodified, amended and restated supplemented or otherwise modified replaced from time to time, the “"Intercreditor Agreement”"), among Deutsche Bank Trust Company AmericasCongress Financial Corporation (Central) and Silver Point Finance LLC, as First Lien Collateral Agent, The Bank of New York as Second Lien Collateral AgentAgents, and Coinmach Laundry CorporationBNY Midwest 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 (i) each Noteholder Mortgage covering any Common Collateral shall contain such other language as the Agents may reasonably request to reflect the subordination of such Noteholder Mortgage to the Agents' Mortgages covering such Common Collateral and (ii) each Uniform Commercial Code financing statement naming the Trustee as secured party covering any Common Collateral shall contain such other language as the Agents may reasonably request to reflect the lien subordination agreed to in this Agreement. (b) In the event the First Lien Collateral Agent enters Agents or the Required Lenders enter into any amendment, waiver or consent in respect of any of the Security Senior Lender Collateral Documents related to the Common Collateral for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Security Senior Lender Collateral Document or changing in any manner the rights of the First Lien Collateral either Agent, any of the First Lien Creditors Senior Lenders, or any of the Guarantor Obligors thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Noteholder Collateral Document without the consent of the Second Lien Collateral Agent Trustee or the Noteholders and without any action by the Second Lien Collateral Agent, CSC Trustee or any of its subsidiariesObligor; provided that provided, however, (A) that no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the Noteholder Collateral Documents, except to the extent that a release of such Lien is permitted required by Section 5.1, 5.1 and (B) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Lien Collateral Agent and the Noteholders (and not the holders of the Lender Liens in a like or similar manner) shall not apply to the Noteholder Collateral Documents without the consent of the Second Lien Collateral Agent (acting at the direction of the holders of the requsite aggregate principal amount of the applicable Noteholder Claims, determined in accordance with the Indenture) and (C) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent; provided, further, that (x) nothing contained in this clause (b) shall impair the rights of the First Lien Collateral Agent and the holders of Lender Claims, or the obligations and agreements of the Second Lien Collateral Agent and Noteholders, under Sections 3 and 5.1 hereof and (y) the Security Documents and Noteholder Collateral Documents may, without the consent of the Second Lien Collateral Agent or the Noteholders, be amended or modified pursuant to this Section 5.3(b) to secure additional extensions of credit and add additional First Lien Creditors as long as such amendments or modifications do not violate the express provisions of the IndentureTrustee.

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 Each Second-Priority Agent agrees that each material Noteholder Collateral Document related to the Common Collateral shall include substantially the following language: language (or language to similar effect): “Notwithstanding anything herein to the contrary, (i) the lien liens and security interest interests granted to the Second Lien Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to PNC, as agent (and its permitted successors), for the benefit of the lenders referred to below, pursuant to the Amended and Restated Revolving Credit, Capex Loan and Security Agreement dated as of December 15, 2006 (as amended, restated, supplemented, modified, or replaced from time to time), among GeoKinetics, Inc., the other “Borrowers” referred to therein, the lenders party thereto and PNC, as administrative and collateral agent, and (ii) the exercise of any right or remedy by the Second Lien Collateral Agent hereunder are is subject to the limitations and provisions of the Intercreditor Agreement, Agreement dated as of November 24December 15, 2004 2006 (as amended, supplementedrestated, amended and restated supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Deutsche Bank Trust Company AmericasPNC, as First First-Lien Collateral Agent, The Bank of New York as Second Lien GeoKinetics, Inc., certain subsidiaries thereof and the Collateral Agent, and Coinmach Laundry CorporationAgent hereunder. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that the First First-Lien Collateral Agent enters or the Senior Lenders under the Credit Agreement enter into any amendment, waiver or consent in respect of or replace any of the Security Senior Collateral Documents related to the Common Collateral for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Security Senior Collateral Document or changing in any manner the rights of the First First-Lien Collateral Agent, the First Lien Creditors Senior Lenders, the Company or any other Grantor thereunder (excluding the release of any Liens in Senior Lender Collateral not otherwise permitted hereunder or the Guarantor thereunderNoteholder Documents), then such amendment, waiver or consent shall apply automatically to any comparable provision of the each Comparable Noteholder Collateral Document without the consent of the Second Lien Collateral any Second-Priority Agent or the Noteholders any Indenture Secured Party and without any action by the Second Lien Collateral any Second-Priority Agent, CSC the Company or any of its subsidiariesother Grantor; provided provided, that (A) no such amendment, waiver or consent shall have does not impose additional obligations on the effect Second Priority Agent, permit liens on the Common Collateral not permitted by the Notes Indenture or materially adversely affect the rights of removing assets subject the Indenture Secured Parties or the interests of the Indenture Secured Parties in the Noteholder Collateral (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Noteholder Collateral Documents, except to the extent that a release of such Document). The First-Lien is permitted by Section 5.1, (B) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Lien Collateral Agent and the Noteholders (and not the holders of the Lender Liens in a like or similar manner) shall not apply to the Noteholder Collateral Documents without the consent of the Second Lien Collateral Agent (acting at the direction of the holders of the requsite aggregate principal amount of the applicable Noteholder Claims, determined in accordance with the Indenture) and (C) give written notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Second-Priority Agent; provided, further, provided that (x) nothing contained the failure to give such notice shall not affect the effectiveness of such amendment with respect to the provisions of any Noteholder Collateral Document as set forth in this clause Section 5.3(b). (bc) shall impair Until the Discharge of Senior Lender Claims has occurred, no Noteholder Collateral Document may be amended, supplemented or otherwise modified if such amendment, supplement or modification would result in a default under the Senior Lender Documents, increase the obligations of any Grantor thereunder or confer additional rights of to the First Lien Collateral Second-Priority Agent and or the holders of Lender Claims, the notes in a manner materially adverse to the interests of the First-Lien Agent or the obligations and agreements of the Second Lien Collateral Agent and Noteholders, under Sections 3 and 5.1 hereof and (y) the Security Documents and Noteholder Collateral Documents maySenior Lenders, without the prior written consent of the Second First-Lien Collateral Agent or the Noteholders, be amended or modified pursuant to this Section 5.3(b) to secure additional extensions of credit and add additional First Lien Creditors as long as such amendments or modifications do not violate the express provisions of the IndentureAgent.

Amendments to Noteholder Collateral Documents. (a) Unless and until the Discharge of Lender Claims has occurred, without Without the prior written consent of the First Lien Collateral 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 in any material respect with any of the terms of this Agreement or the Loan Senior Lender Documents. The Second Lien Collateral Agent Trustee 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 Trustee pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of November 24March 25, 2004 2002 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “"Intercreditor Agreement”)") among Citicorp USA, among Deutsche Bank Trust Company AmericasInc., as First Lien Collateral Agent, The Bank of New York as Second Lien Collateral Senior Agent, and Coinmach Laundry Corporation. 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 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. (b) In the event the First Lien Collateral Senior Agent enters or the Senior Lenders enter into any amendment, waiver or consent in respect of any of the Security Senior Lender Collateral Documents related to the Common Collateral for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Security Senior Lender Collateral Document or changing in any manner the rights of the First Lien Collateral Senior Agent, the First Lien Creditors Senior Lenders, the Borrower or the Guarantor Guarantors thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Noteholder Collateral Document without the consent of the Second Lien Collateral Agent Trustee or the Noteholders and without any action by the Second Lien Collateral AgentTrustee, CSC the Borrower or any of its subsidiariesGuarantor; provided that provided, however, (A) that no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the Noteholder Collateral Documents, except to the extent that a release of such Lien is permitted by Section 5.1, 5.1 and (B) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Lien Collateral Agent and the Noteholders (and not the holders of the Lender Liens in a like or similar manner) shall not apply to the Noteholder Collateral Documents without the consent of the Second Lien Collateral Agent (acting at the direction of the holders of the requsite aggregate principal amount of the applicable Noteholder Claims, determined in accordance with the Indenture) and (C) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent; provided, further, that (x) nothing contained in this clause (b) shall impair the rights of the First Lien Collateral Agent and the holders of Lender Claims, or the obligations and agreements of the Second Lien Collateral Agent and Noteholders, under Sections 3 and 5.1 hereof and (y) the Security Documents and Noteholder Collateral Documents may, without the consent of the Second Lien Collateral Agent or the Noteholders, be amended or modified pursuant to this Section 5.3(b) to secure additional extensions of credit and add additional First Lien Creditors as long as such amendments or modifications do not violate the express provisions of the IndentureTrustee.

Amendments to Noteholder Collateral Documents. (a) Unless and until Until the Discharge of Lender Claims First Lien Termination Date 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 DocumentDocument would (i) provide any restriction on the Obligors’ ability to incur First Lien Debt, would 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 in any material respect with any of the terms of any of the First Lien Lender Documents or this Agreement or the Loan DocumentsAgreement. 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 24June 14, 2004 2013 (as amended, supplementedmodified, amended and restated supplemented or otherwise modified replaced from time to time, the “Intercreditor Agreement”), among Deutsche Bank Trust Company Americasbetween Xxxxx Fargo Bank, National Association, as First Lien Collateral Agent, The and U.S. Bank of New York National Association, 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.” (b) In Notwithstanding anything to the contrary herein, in the event the First Lien Collateral Agent enters or the Required Lenders enter into any amendment, waiver or consent in respect of any of the Security First Lien Lender Documents related to the Common Collateral for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, of any Security Document First Lien Collateral Documents or changing in any manner the rights of the First Lien Collateral Agent, the any other First Lien Creditors Lender, or any of the Guarantor Obligors thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Noteholder Collateral Document without the consent of the Second Lien Collateral Agent or the other Noteholders and without any action by the Second Lien Collateral Agent, CSC Agent or any of its subsidiariesObligor; provided provided, however, that (A) no such amendment, waiver or consent (i) shall have the effect of removing assets subject to the Lien of the Noteholder Collateral Documents, except to the extent that a release of such Lien is required or permitted by Section 5.1, 5.1 or (Bii) any such amendment, waiver or consent that materially and adversely affects shall alter the rights or duties of the Second Lien Collateral Agent and the Noteholders (and not the holders of the Lender Liens in a like or similar manner) shall not apply to the Noteholder Collateral Documents without the consent of the Second Lien Collateral Agent (acting at the direction of the holders of the requsite aggregate principal amount of the applicable Noteholder Claims, determined in accordance with the Indenture) and (C) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent; provided, further, that (x) nothing contained in this clause (b) shall impair the rights of the First Lien Collateral Agent and the holders of Lender Claims, or the obligations and agreements of the Second Lien Collateral Agent and Noteholders, under Sections 3 and 5.1 hereof and (y) the Security Documents and Noteholder Collateral Documents may, without the consent of the Second Lien Collateral Agent or the Noteholders, be amended or modified pursuant to this Section 5.3(b) to secure additional extensions of credit and add additional First Lien Creditors as long as such amendments or modifications do not violate the express provisions of the Indentureits consent.

Amendments to Noteholder Collateral Documents. (a) Unless and until the Discharge of Lender Claims has occurred, without 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 could reasonably be expected to have an adverse effect on the Loan DocumentsAgent or Senior Lenders. The Second Lien Trustee and the Collateral Agent agrees agree that each Noteholder Collateral Document related to the Common Collateral creating a Noteholder Lien shall include substantially the following language: “"Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Collateral Agent Agent/Trustee pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent hereunder Agent/ Trustee hereunder, in each case in respect of any collateral constituting Noteholder Collateral (as defined in the Intercreditor Agreement described below) are subject to the provisions of the Intercreditor Agreement, dated as of November 2419, 2004 2003 (as amended, supplemented, amended and restated modified or otherwise modified supplemented from time to time, the “"Intercreditor Agreement”)") among General Electric Capital Corporation as Agent, among Deutsche Bank and BNY Midwest Trust Company AmericasCompany, as First Lien Collateral Agent, The Bank of New York BNY Midwest Trust Company, as Second Lien Collateral AgentTrustee, and Coinmach Laundry CorporationTelex Communications Intermediate Holdings, LLC. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.”" (b) In the event the First Lien Collateral Agent enters or the Senior Lenders enter into any amendment, waiver or consent in respect of any of the Security Senior Lender Collateral Documents related to the Common Collateral for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Security Senior Lender Collateral Document or changing in any manner the rights of the First Lien Collateral Agent, the First Lien Creditors or Senior Lenders, the Guarantor Obligors thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Noteholder Collateral Document without the consent of the Second Lien Collateral Agent or the Noteholders Trustee and without any action by the Second Lien Collateral AgentAgent or Trustee, CSC or any of its subsidiariesTelex; provided provided, however, that (A) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the Noteholder Collateral Documents, except to the extent that a release of such Lien is permitted by Section 5.1, (B) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Lien Collateral Agent and the Noteholders (and not the holders of the Lender Liens in a like or similar manner) shall not apply to the Noteholder Collateral Documents without the consent of the Second Lien Collateral Agent (acting at the direction of the holders of the requsite aggregate principal amount of the applicable Noteholder Claims, determined in accordance with the Indenture) and (C) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent; provided, further, that (x) nothing contained in this clause (b) shall impair the rights of the First Lien Collateral Agent and the holders of Lender ClaimsTrustee, or the obligations and agreements of the Second Lien Collateral Agent and Noteholders, under Sections 3 and 5.1 hereof and (yC) no such amendment, waiver or consent that could reasonably be expected to be adverse to the Security Documents and Collateral Agent, the Trustee or any Noteholder shall apply to such Comparable Noteholder Collateral Documents may, without the consent of the Second Lien Collateral Agent or the Noteholders, be amended or modified pursuant to this Section 5.3(b) to secure additional extensions of credit and add additional First Lien Creditors as long as such amendments or modifications do not violate the express provisions of the IndentureDocument.

Amendments to Noteholder Collateral Documents. (a) Unless and until the Discharge of Lender Claims has occurred, without Without the prior written consent of the First Lien Collateral 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 in any material respect with any of the terms of this Agreement or the Loan Senior Lender Documents. The Second Lien Collateral Agent Trustee agrees that each Noteholder Collateral Document related to the Common Collateral shall include substantially the following language: “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 Second Lien Collateral Agent Trustee pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of November 24May 6, 2004 2002 (as amended, supplemented, amended and restated supplemented or otherwise modified from time to time, the “"Intercreditor Agreement”"), among Deutsche Bank Trust Company AmericasON Semiconductor Corporation, Semiconductor Components Industries, LLC, JPMorgan Chase Bank, as First Lien Collateral Agent, The Bank of New York as Second Lien Collateral Credit Agent, and Coinmach Laundry CorporationXxxxx Fargo Bank Minnesota, 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. (b) In the event the First Lien Collateral Credit Agent enters or the Senior Lenders enter into any amendment, waiver or consent in respect of any of the Security Senior Collateral Documents related to the Common Collateral for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Security Senior Collateral Document or changing in any manner the rights of the First Lien Collateral Credit Agent, the First Lien Creditors Senior Lenders, either Company or the Guarantor any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Indenture and the Comparable Noteholder Collateral Document without the consent of the Second Lien Collateral Agent Trustee or the Noteholders and without any action by the Second Lien Collateral AgentTrustee, CSC either Company or any of its subsidiaries; provided other Grantor, provided, that (A) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the Noteholder Collateral Documents, except to the extent that a release of such Lien is permitted by Section 5.1, 5.1 and (B) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Lien Collateral Agent and the Noteholders (and not the holders of the Lender Liens in a like or similar manner) shall not apply to the Noteholder Collateral Documents without the consent of the Second Lien Collateral Agent (acting at the direction of the holders of the requsite aggregate principal amount of the applicable Noteholder Claims, determined in accordance with the Indenture) and (C) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent; provided, further, that (x) nothing contained in this clause (b) shall impair the rights of the First Lien Collateral Agent and the holders of Lender Claims, or the obligations and agreements of the Second Lien Collateral Agent and Noteholders, under Sections 3 and 5.1 hereof and (y) the Security Documents and Noteholder Collateral Documents may, without the consent of the Second Lien Collateral Agent or the Noteholders, be amended or modified pursuant to this Section 5.3(b) to secure additional extensions of credit and add additional First Lien Creditors as long as such amendments or modifications do not violate the express provisions of the IndentureTrustee.

Amendments to Noteholder Collateral Documents. (a) Unless and until the Discharge of Lender Claims has occurred, without Without the prior written consent of the First Lien Collateral 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 in any material respect with any of the terms of this Agreement or the Loan Senior Lender Documents. The Second Lien Collateral Agent Trustee agrees that each Noteholder Collateral Document related to the Common Collateral shall include substantially the following language: “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 Second Lien Collateral Agent Trustee pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of November 24May 30, 2004 2003 (as amended, supplemented, amended and restated supplemented or otherwise modified from time to time, the “"Intercreditor Agreement”"), among Pliant Corporation, Deutsche Bank Trust Company AmericasAmericas (formerly known as Bankers Trust Company), as First Lien Collateral Agent, The Bank of New York as Second Lien Collateral Credit Agent, and Coinmach Laundry CorporationWilmington 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. (b) In the event that the First Lien Collateral Credit Agent enters or the Senior Lenders enter into any amendment, waiver or consent in respect of any of the Security Senior Collateral Documents related to for the Common Collateral Senior Credit Agreement or, if no Senior Credit Agreement then exists, for the other Senior Lender Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Security Senior Collateral Document or changing in any manner the rights of the First Lien Collateral Credit Agent, the First Lien Creditors Senior Lenders, the Company or the Guarantor any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Indenture and the Comparable Noteholder Collateral Document without the consent of the Second Lien Collateral Agent Trustee or the Noteholders and without any action by the Second Lien Collateral AgentTrustee, CSC the Company or any of its subsidiaries; provided other Grantor, provided, that (A) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the Noteholder Collateral Documents, except to the extent that a release of such Lien is permitted by Section 5.1, and (B) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Lien Collateral Agent and the Noteholders (and not the holders of the Lender Liens in a like or similar manner) shall not apply to the Noteholder Collateral Documents without the consent of the Second Lien Collateral Agent (acting at the direction of the holders of the requsite aggregate principal amount of the applicable Noteholder Claims, determined in accordance with the Indenture) and (C) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent; provided, further, that (x) nothing contained in this clause (b) shall impair the rights of the First Lien Collateral Agent and the holders of Lender Claims, or the obligations and agreements of the Second Lien Collateral Agent and Noteholders, under Sections 3 and 5.1 hereof and (y) the Security Documents and Noteholder Collateral Documents may, without the consent of the Second Lien Collateral Agent or the Noteholders, be amended or modified pursuant to this Section 5.3(b) to secure additional extensions of credit and add additional First Lien Creditors as long as such amendments or modifications do not violate the express provisions of the IndentureTrustee.

Amendments to Noteholder Collateral Documents. (a) Unless and until the Discharge of Lender Claims has occurred, without Without the prior written consent of the First Lien Collateral 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 in any material respect with any of the terms of this Agreement or could reasonably be expected to have an adverse effect on the Loan DocumentsSenior Agent or Senior Lenders. The Second Lien Trustee and the Collateral Agent agrees agree that each Noteholder Collateral Document related to the creating a Noteholder Common Collateral Lien shall include substantially the following language: “"Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien [Collateral Agent Agent/Trustee] pursuant to this Agreement and the exercise of any right or remedy by the Second Lien [Collateral Agent hereunder 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 November 24October 15, 2004 2002 (as amended, supplemented, amended and restated modified or otherwise modified supplemented from time to time, the “"Intercreditor Agreement”)") among General Electric Capital Corporation as Senior Agent, among Deutsche and U.S. Bank Trust Company AmericasNational Association, as First Lien Collateral Agent, The U.S. 143 Bank of New York National Association, as Second Lien Collateral AgentTrustee, and Coinmach Laundry Corporationthe 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.”" (b) In the event the First Lien Collateral Senior Agent enters or the Senior Lenders enter into any amendment, waiver or consent in respect of any of the Security Senior Lender Collateral Documents related to the Common Collateral for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Security Senior Lender Collateral Document or changing in any manner the rights of the First Lien Collateral Senior Agent, the First Lien Creditors or Senior Lenders, the Guarantor Obligors thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Noteholder Collateral Document without the consent of the Second Lien Collateral Agent or the Noteholders Trustee and without any action by the Second Lien Collateral AgentAgent or Trustee, CSC or any of its subsidiariesObligor; provided provided, however, that (A) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the Noteholder Collateral Documents, except to the extent that a release of such Lien is permitted by Section 5.1, (B) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Lien Collateral Agent and the Noteholders (and not the holders of the Lender Liens in a like or similar manner) shall not apply to the Noteholder Collateral Documents without the consent of the Second Lien Collateral Agent (acting at the direction of the holders of the requsite aggregate principal amount of the applicable Noteholder Claims, determined in accordance with the Indenture) and (C) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent; provided, further, that (x) nothing contained in this clause (b) shall impair the rights of the First Lien Collateral Agent and the holders of Lender Claims, or the obligations and agreements of the Second Lien Collateral Agent and Noteholders, under Sections 3 and 5.1 hereof and (yC) no such amendment, waiver or consent that could reasonably be expected to be adverse to the Security Documents and Noteholder Collateral Documents may, without the consent of the Second Lien Collateral Agent or the Noteholders, be amended or modified pursuant Noteholder shall apply to this Section 5.3(b) to secure additional extensions of credit and add additional First Lien Creditors as long as such amendments or modifications do not violate the express provisions of the IndentureComparable Noteholder Collateral Document.

Amendments to Noteholder Collateral Documents. (a) Unless and until the Discharge of Lender Claims has occurred, without Without the prior written consent of the First Lien Collateral 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 in any material respect with any of the terms of this Agreement or could reasonably be expected to have an adverse effect on the Loan DocumentsSenior Agent or Senior Lenders. The Second Lien Trustee and the Collateral Agent agrees agree that each Noteholder Collateral Document related to the creating a Noteholder Common Collateral Lien shall include substantially the following language: “"Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien [Collateral Agent Agent/Trustee] pursuant to this Agreement and the exercise of any right or remedy by the Second Lien [Collateral Agent hereunder 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 November 24October 15, 2004 2002 (as amended, supplemented, amended and restated modified or otherwise modified supplemented from time to time, the “"Intercreditor Agreement”)") among General Electric Capital Corporation as Senior Agent, among Deutsche and U.S. Bank Trust Company AmericasNational Association, as First Lien Collateral Agent, The U.S. Bank of New York National Association, as Second Lien Collateral AgentTrustee, and Coinmach Laundry Corporationthe 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.”" (b) In the event the First Lien Collateral Senior Agent enters or the Senior Lenders enter into any amendment, waiver or consent in respect of any of the Security Senior Lender Collateral Documents related to the Common Collateral for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Security Senior Lender Collateral Document or changing in any manner the rights of the First Lien Collateral Senior Agent, the First Lien Creditors or Senior Lenders, the Guarantor Obligors thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Noteholder Collateral Document without the consent of the Second Lien Collateral Agent or the Noteholders Trustee and without any action by the Second Lien Collateral AgentAgent or Trustee, CSC or any of its subsidiariesObligor; provided provided, however, that (A) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the Noteholder Collateral Documents, except to the extent that a release of such Lien is permitted by Section 5.1, (B) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Lien Collateral Agent and the Noteholders (and not the holders of the Lender Liens in a like or similar manner) shall not apply to the Noteholder Collateral Documents without the consent of the Second Lien Collateral Agent (acting at the direction of the holders of the requsite aggregate principal amount of the applicable Noteholder Claims, determined in accordance with the Indenture) and (C) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Agent; provided, further, that (x) nothing contained in this clause (b) shall impair the rights of the First Lien Collateral Agent and the holders of Lender Claims, or the obligations and agreements of the Second Lien Collateral Agent and Noteholders, under Sections 3 and 5.1 hereof and (yC) no such amendment, waiver or consent that could reasonably be expected to be adverse to the Security Documents and Noteholder Collateral Documents may, without the consent of the Second Lien Collateral Agent or the Noteholders, be amended or modified pursuant Noteholder shall apply to this Section 5.3(b) to secure additional extensions of credit and add additional First Lien Creditors as long as such amendments or modifications do not violate the express provisions of the IndentureComparable Noteholder Collateral Document.