Common use of Amendments to Noteholder Collateral Documents Clause in Contracts

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) Without the prior written consent of the Senior Agents and the Required Lenders under each of the Senior Credit AgreementsLenders, 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 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 18October __, 2003 2004 (as amended, modified, supplemented or replaced from time to time, the "Intercreditor Agreement"), among Bank of America, N.A., as Senior Bank Agent Congress Financial Corporation (Central) and Senior Collateral Agent, Silver Point Finance, Finance LLC, as Senior Term Loan B AgentAgents, and U.S. Bank National AssociationBNY Midwest Trust Company, 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 Agents may reasonably request to reflect the subordination of such Noteholder Mortgage to the Mortgage 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 be amended in a manner contain such other language as the Agents may reasonably satisfactory to the Senior Collateral Agent request to reflect the lien subordination agreed to in this Agreement.

Amendments to Noteholder Collateral Documents. (a) Without the prior written consent of the Senior Agents Intercreditor Agent and the Required Lenders under each of the Senior Credit AgreementsLenders, 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 any of the Senior Lender Documents or this Agreement. The Trustee Company agrees to deliver to the Intercreditor Agent copies of (i) any amendments, supplements or other modifications to the Noteholder Collateral Documents and (ii) any new Noteholder Collateral Documents promptly after effectiveness thereof. The Trustee, on behalf of itself and each Noteholder, agrees that each Noteholder Collateral Document (other than any account control or similar agreement with third parties) 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 Trustee pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Lenders (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement dated as of February 2, 2006 (as amended, restated, supplemented or otherwise modified from time to time), among Indalex Holdings Finance, Inc., the “Borrowers” named therein, JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and the other parties party thereto, and (ii) the exercise of any right or remedy by the Trustee hereunder are is subject to the limitations and provisions of the Intercreditor Agreement, Agreement dated as of August 18February 2, 2003 2006 (as amended, modifiedrestated, supplemented or replaced otherwise modified from time to time, the "“Intercreditor Agreement"”), among Bank of AmericaJPMorgan Chase Bank, N.A., as Senior Bank Agent and Senior Collateral Intercreditor Agent, Silver Point Finance, LLC, as Senior Term Loan B Agent, and U.S. Bank National Association, as Trustee, Indalex Holdings Finance, Inc. and Foamex L.P. its 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." 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) Without the prior written consent of the Senior Agents Credit Agent and the Required Lenders under each of the Senior Credit AgreementsLenders, 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 any of the Senior Lender Documents or this Agreement. The Trustee agrees that each Noteholder Collateral Document shall include the following language: "language (or language to similar effect approved by the Credit Agent): “Notwithstanding anything herein to the contrary, (i) the lien liens and security interest interests granted to the Trustee pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to Congress Financial Corporation (Central), as agent, for the benefit of the lenders referred to below, pursuant to the Second Amended and Restated Loan and Security Agreement, dated as of April 23, 2004 (as restated, amended, modified or supplemented) by and among Delco Remy International, Inc., the other “Borrowers” named therein, Congress Financial Corporation (Central), as Administrative Agent and US Collateral Agent, and the lenders party thereto and (ii) the exercise of any right or remedy by the Trustee hereunder are is subject to the limitations and provisions of the Intercreditor Agreement, dated as of August 18April 23, 2003 2004 (as amended, modified, supplemented or replaced otherwise modified from time to time, the "“Intercreditor Agreement"”), by and among Bank of America, N.A.Congress Financial Corporation Central (Central), as Senior Bank Agent and Senior Collateral Credit Agent, Silver Point Finance, LLC, as Senior Term Loan B Agent, and U.S. Deutsche Bank National AssociationTrust Company, as Trustee, Delco Remy International, Inc. and Foamex L.P. the subsidiary guarantors 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." 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.”