Common use of Amendments to Noteholder Collateral Documents Clause in Contracts

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) Until the First Lien Termination Date has occurred, without Without the prior written consent of the First Lien 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 Document, would (i) provide any restriction on the Obligors’ ' ability to incur First Lien Senior Lender Debt, to grant Liens to the First Lien Agent Agents for the benefit of the First Lien Senior Lenders or otherwise to perform their obligations under the First Lien 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, payment or (iii) otherwise be inconsistent with any of the terms of any of the First Lien Senior Lender Documents or this Agreement. The Second Lien Agent 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 Collateral Agent Trustee pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of [_____ ___October 20, ____] 2004 (as amended, modified, supplemented or replaced from time to time, the “"Intercreditor Agreement”"), between Xxxxx Fargo Bank, National Associationamong Congress Financial Corporation (Central) and Silver Point Finance LLC, as First Lien AgentAgents, and [____________________]BNY Midwest Trust Company, as Second Lien AgentTrustee. 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.

Amendments to Noteholder Collateral Documents. (a) Until the First Lien Termination Date has occurred, without Without the prior written consent of the First Lien 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 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 be prohibited by 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 Trustee agrees that each Noteholder Collateral Document shall include the following language: language (or language to similar effect approved by the Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the lien liens and security interest interests granted to the Collateral Agent Trustee pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to Xxxxx Fargo Foothill, LLC, as administrative agent (and its permitted successors and assigns), for the benefit of the credit parties referred to below, pursuant to the Credit Agreement and related security documents dated as of September 30, 2008 (as further amended, restated, refinanced, replaced, supplemented or otherwise modified from time to time), by and among Securus Technologies, Inc., the various Subsidiaries of Securus Technologies, Inc. party thereto, Xxxxx Fargo Foothill, LLC, in its capacity as agent for the Lender Group and the Hedge Agreement Providers, and the lenders party thereto and (ii) the exercise of any right or remedy by the Collateral Agent Trustee hereunder are is subject to the limitations and provisions of the Intercreditor Agreement, dated as of [_____ ___September 30, ____] 2008 (as amended, modifiedrestated, supplemented or replaced otherwise modified from time to time, the “Intercreditor Agreement”), between by and among Xxxxx Fargo BankFoothill, National AssociationLLC, as First Lien Intercreditor Agent, and [____________________]The Bank of New York Mellon Trust Company, N.A., as Second Lien AgentTrustee, Securus Technologies, Inc. and the subsidiaries party thereto. 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.”

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) Until Unless and until the First Lien Termination Date Discharge of Lender Claims has occurred, without the prior written consent of the First Lien Administrative Agent and the Required Lenders, no Noteholder Collateral Document (or any comparable document governing any other series or class of Second Priority Claims) 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 (or any comparable document governing any other series or class of Second Priority Claims), 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 this Agreement or the First Lien Lender Documents or this AgreementLoan Documents. The Trustee and any other representative of any series or class of Second Lien Agent agrees Priority Claims agree that each Noteholder Collateral Document to which the Trustee is a party or any comparable document governing any other series or class of Second Priority Claims to which the representative is a party 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 [_____ ___February 11, ____] 2005 (as amended, modifiedsupplemented, supplemented amended and restated or replaced otherwise modified from time to time, the “"Intercreditor Agreement”), between Xxxxx Fargo ") among JPMorgan Chase Bank, National AssociationN.A., as First Lien Administrative Agent, and [____________________]The Bank of New York Trust Company, N.A., as Second Lien AgentTrustee, Worldspan Technologies Inc., WS Holdings LLC, Worldspan, L.P., 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 [_____ ___June 14, ____] 2013 (as amended, modified, supplemented or replaced from time to time, the “Intercreditor Agreement”), between Xxxxx Fargo Bank, National Association, as First Lien Agent, and [____________________]U.S. Bank National Association, 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.”