Common use of Amendments to Second Lien Collateral Documents Clause in Contracts

Amendments to Second Lien Collateral Documents. (a) So long as the Discharge of First Lien Obligations has not occurred, without the prior written consent of the First Lien Agent, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent that any provisions therein as so amended, supplemented or modified, or the terms of any new Second Lien Collateral Document, would be prohibited by, or would require any Pledgor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement. (b) In the event that the First Lien Agent or other First Lien Secured Parties enter into any amendment, waiver or consent in respect of or replace any First Lien Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the First Lien Agent, such First Lien Secured Parties, the Company or any other Pledgor thereunder, then such amendment, waiver, consent or replacement shall apply automatically to any comparable provision of each Comparable Second Lien Collateral Document in which the Pledgors xxxxx x Xxxx on the same collateral, without the consent of the Second Lien Agent or any other Second Lien Secured Party and without any action by any such person; provided, that such amendment, waiver, consent or replacement does not (i) materially adversely affect the rights of the Second Lien Secured Parties or their interests in the Common Collateral to a greater extent than the First Lien Secured Parties in a like or similar manner (other than by virtue of their relative priorities and rights and obligations hereunder), or (ii) adversely affect the rights, duties, protections, privileges, indemnities or immunities of the Second Lien Agent. The First Lien Agent shall promptly, and in any event within five (5) Business Days thereof, give written notice of such amendment, waiver or consent to the Second Lien Agent; provided, that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or replacement with respect to the provisions of any Second Lien Collateral Document as set forth in this Section 5.3(b).

Amendments to Second Lien Collateral Documents. (a) So long as the Discharge of First Lien Obligations Claims has not occurred, without the prior written consent of the First Lien AgentAgent and the Required Lenders, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent that any provisions therein as so amendedsuch amendment, supplemented supplement or modifiedmodification, or the terms of any new Second Lien Collateral Document, would be prohibited by, by or would require any Pledgor to act or refrain from acting in a manner that would violate, inconsistent with any of the terms of this Agreement. The Second Lien Agent agrees that each Second Lien Collateral Document shall include the following language (or language of similar effect approved by the First Lien Agent): Notwithstanding anything herein to the contrary, the liens and security interests granted to the Second Lien Agent pursuant to this agreement and the exercise of any right or remedy by the Second Lien Agent hereunder are subject to the limitations and provisions of the Intercreditor Agreement dated as of May 19, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among HSBC Bank plc, as First Lien Agent, the Second Lien Agent, Seven Seas Cruises S. DE X.X., Mariner, LLC, Celtic Pacific (UK) Two Limited and Supplystill Limited 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. (b) In the event that the First Lien Agent or the First Lien Lenders under the First Lien Credit Agreement or, if there is no First Lien Credit Agreement, any other First Lien Secured Parties Lenders, enter into any amendment, waiver or consent in respect of or replace any of the First Lien Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the First Lien Agent, such the First Lien Secured Parties, the Company Lenders or any other Pledgor thereunderGrantor thereunder (including the release of any Liens in First Lien Collateral), then such amendment, waiver, waiver or consent or replacement shall apply automatically to any comparable provision of each Comparable Second Lien Collateral Document in which the Pledgors xxxxx x Xxxx on the same collateral, without the consent of the Second Lien Agent or any other Second Lien Secured Party and without any action by the Second Lien Agent or any such personGrantor; provided, that such amendment, waiver, waiver or consent or replacement does not (i) remove assets subject to the Second Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.1 and provided that there is a concurrent release of the corresponding Liens securing First Lien Claims, (ii) amend, modify or otherwise affect the rights or duties of the Second Lien Agent without its prior written consent, (iii) permit Liens on the Common Collateral (other than Liens securing DIP Financing) which are not permitted under the terms of the Second Lien Documents or Section 6 hereof, or (iv) otherwise does not materially adversely affect the rights of the Second Lien Secured Parties or their the interests in of the Common Collateral to a greater extent than the First Second Lien Secured Parties in the Second Lien Collateral and not the other creditors of such Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (other than by virtue without regard to the fact that the Lien of their relative priorities and rights and obligations hereunder), or (ii) adversely affect such First Lien Collateral Document is senior to the rights, duties, protections, privileges, indemnities or immunities Lien of the Comparable Second Lien AgentCollateral Document). The First Lien Agent shall promptly, and in any event within five (5) Business Days thereof, give written notice of such amendment, waiver or consent to the Second Lien Agent; provided, provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, waiver or consent or replacement with respect to the provisions of any Second Lien Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of First Lien Claims has occurred, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into without the prior written consent of the First Lien Agent and, without limitation on the foregoing, no Second Lien Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agent for the benefit of the First Lien Lenders pursuant to the First Lien Collateral Documents.

Amendments to Second Lien Collateral Documents. (a) So long as the Discharge of First Lien Obligations has not occurred, without Without the prior written consent of the First Lien Collateral Agent, no Second Lien Collateral Credit Document may be amended, supplemented or otherwise modified or entered into to the extent that any provisions therein as so amendedsuch amendment, supplemented supplement or modifiedmodification, or the terms of any new Second Lien Collateral Credit Document, would be prohibited bycontravene the provisions of this Agreement. The Company agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the First Lien Collateral Agent): "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 would require remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of February 4, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the "INTERCREDITOR AGREEMENT"), among Carmike Cinemas, Inc., Wells Fargo Foothill, Inc., as First Lien Collaterax Xxxnt, National City Bank, as Second Lien Collateral Agent and certain other persons party or that may become party thereto from time to time. In the event of any Pledgor to act or refrain from acting in a manner that would violate, any of conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control." In addition, the Company agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the First Lien Collateral Agent may reasonably request to reflect the subordination of such Second Lien Mortgage to the First Lien Collateral Document covering such Collateral. (b) In the event that any First Lien Collateral Agent or the First Lien Agent or other First Lien Secured Parties Claimholders and the relevant Grantor enter into any amendment, waiver or consent in respect of the First Lien Credit Agreement or replace any of the First Lien Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, the First Lien Credit Agreement or any First Lien Collateral Document or changing in any manner the rights of the First Lien Collateral Agent, such First Lien Secured PartiesClaimholders, the Company or any other Pledgor thereunderGrantor thereunder with respect thereto, then such amendment, waiver, waiver or consent or replacement shall apply automatically to any comparable provision of each the Second Lien Credit Agreement and the Comparable Second Lien Collateral Document in which the Pledgors xxxxx x Xxxx on the same collateral, without the consent of the Second Lien Collateral Agent or any other the Second Lien Secured Party Claimholders and without any action by the Second Lien Collateral Agent, the Company or any such person; other Grantor, provided, that (A) no such amendment, waiver, waiver or consent or replacement does not shall have the effect of (i) materially adversely affect removing assets subject to the rights Lien of the Second Lien Secured Parties Collateral Documents, except to the extent that a release of such Lien is permitted or their interests in the Common Collateral to required by Section 5.1 of this Agreement and provided that there is a greater extent than corresponding release of such Lien securing the First Lien Secured Parties in a like or similar manner (other than by virtue of their relative priorities and rights and obligations hereunder)Obligations, or (ii) adversely affect imposing duties on the rightsSecond Lien Collateral Agent without its consent, duties, protections, privileges, indemnities or immunities (iii) permitting other liens on the Collateral not permitted under the terms of the Second Lien Agent. The Credit Documents or Section 6 hereof or (iv) increasing the aggregate amount of the First Lien Agent shall promptly, Obligations in excess of the amount permitted by Section 6.1(d) of the Second Lien Credit Agreement and in any event within five (5B) Business Days thereof, give written notice of such amendment, waiver or consent shall have been given to the Second Lien Agent; provided, that Collateral Agent within five (5) Business Days prior to the failure to give such notice shall not affect the effectiveness effective date of such amendment, waiver, consent waiver or replacement with respect to the provisions of any Second Lien Collateral Document as set forth in this Section 5.3(b)consent.

Amendments to Second Lien Collateral Documents. (a) So long as the Discharge of First Lien Obligations has not occurred, without Without the prior written consent of the First Lien Collateral Agent, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent that any provisions therein as so amendedsuch amendment, supplemented supplement or modifiedmodification, or the terms of any new Second Lien Collateral Document, would be prohibited bycontravene the provisions of this Agreement. The Company agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the First Lien Collateral Agent): "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 would require remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of December 18, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "INTERCREDITOR AGREEMENT"), among American Reprographics Company, L.L.C., General Electric Capital Corporation, as First Lien Collateral Agent, Xxxxxxx Xxxxx Credit Partners L.P., as Second Lien Collateral Agent and certain other persons party or that may become party thereto from time to time. In the event of any Pledgor to act or refrain from acting in a manner that would violate, any of conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control." In addition, the Company agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the First Lien Collateral Agent may reasonably request to reflect the subordination of such Second Lien Mortgage to the First Lien Collateral Document covering such Collateral. (b) In the event that any First Lien Collateral Agent or the First Lien Agent or other First Lien Secured Parties Claimholders and the relevant Grantor enter into any amendment, waiver or consent in respect of or replace any of the First Lien Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the First Lien Collateral Agent, such First Lien Secured PartiesClaimholders, the Company or any other Pledgor Grantor thereunder, then such amendment, waiver, waiver or consent or replacement shall apply automatically to any comparable provision of each the Second Lien Credit Agreement and the Comparable Second Lien Collateral Document in which the Pledgors xxxxx x Xxxx on the same collateral, without the consent of the Second Lien Collateral Agent or any other the Second Lien Secured Party Claimholders and without any action by the Second Lien Collateral Agent, the Company or any such person; other Grantor, provided, that (A) no such amendment, waiver, waiver or consent or replacement does not shall have the effect of (i) materially adversely affect removing assets subject to the rights Lien of the Second Lien Secured Parties or their interests in Collateral Documents, except to the Common Collateral to extent that a greater extent than release of such Lien is permitted by Section 5.1 of this Agreement and provided that there is a corresponding release of the Lien securing the First Lien Secured Parties in a like or similar manner (other than by virtue of their relative priorities and rights and obligations hereunder)Obligations, or (ii) adversely affect imposing duties on the rightsSecond Lien Collateral Agent without its consent, duties, protections, privileges, indemnities or immunities (iii) permitting other liens on the Collateral not permitted under the terms of the Second Lien Agent. The Credit Documents or Section 6 hereof or (iv) increasing the aggregate amount of the First Lien Agent shall promptly, Obligations in excess of the amount permitted by Section 6.1(n) of the Second Lien Credit Agreement and in any event within five (5B) Business Days thereof, give written notice of such amendment, waiver or consent shall have been given to the Second Lien Agent; provided, that Collateral Agent within ten (10) Business Days after the failure to give such notice shall not affect the effectiveness effective date of such amendment, waiver, consent waiver or replacement with respect to the provisions of any Second Lien Collateral Document as set forth in this Section 5.3(b)consent.

Amendments to Second Lien Collateral Documents. (a) So long as Until the date upon which the Discharge of First Lien Obligations has not shall have occurred, without the prior written consent of the First Lien Agent, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent that any provisions therein as so amendedsuch amendment, supplemented supplement or modifiedmodification, or the terms of any new Second Lien Financing Agreement or Second Lien Collateral Document, would be prohibited by, or would require any Pledgor to act or refrain from acting in a manner that would violate, contravene any of the terms of this Agreement. The Second Lien Agent agrees that each Second Lien 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 the date hereof, as the same may be amended, restated, supplemented, modified or replaced from time to time (the “Intercreditor Agreement”) among Citibank, N.A., as Fxxxx Xxxx Xxxxx, Xxxxxxxx, N.A., as Second Lien Agent, Citibank, N.A., as Control Agent, the First Lien Borrower, the First Lien Guarantors, the Second Lien Borrower and the Second Lien Guarantors (each as defined therein) from time to time a party thereto. 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 Second Lien Agent agrees that each Second Lien Collateral Document under which any Lien on real property owned by the Second Lien Borrower or any Second Lien Guarantor is granted to secure the Second Lien Obligations covering any Common Collateral shall contain such other language as the First Lien Agent may reasonably request to reflect the priority of the First Lien Collateral Document covering such Common Collateral over such Second Lien Collateral Document. (b) In Without the event that prior written consent of the First Lien Agent or other First Lien Secured Parties enter into (and any amendment, waiver or required consent in respect of or replace any First Lien Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the First Lien AgentLenders), such First no Second Lien Secured PartiesDocument may be amended, supplemented or otherwise modified to the Company or any other Pledgor thereunder, then extent such amendment, waiver, consent supplement or replacement shall apply automatically to any comparable provision modification would (i) increase the then outstanding aggregate principal amount of each Comparable the loans under the Second Lien Collateral Document in which Financing Agreement to an amount exceeding $450,000,000, (ii) contravene the Pledgors xxxxx x Xxxx provisions of this Agreement, (iii) increase the “Applicable Margin” or similar component of the interest on the same collateralloans thereunder by more than 3.0% per annum (exclusive, without for the avoidance of doubt, of any imposition of up to 2.0% of “default” interest), (iv) provide for dates for payment of principal, interest, premium (if any) or fees which are earlier than such dates under the Second Lien Financing Agreement, (v) provide for covenants, events of default or remedies which are more restrictive on any Guarantor than those set forth in the Second Lien Financing Agreement, (vi) provide for redemption, prepayment or defeasance provisions that are more burdensome on any Guarantor than those set forth in the Second Lien Financing Agreement, (vii) provide for collateral securing Indebtedness thereunder which is more extensive than the collateral provided with respect to the First Lien Financing Agreement or (viii) increase the obligations of any Guarantor (except as set forth herein) or confer any additional rights on any Second Lien Lender which could reasonably be expected to be adverse to the First Lien Lender. (c) Without the prior written consent of the Second Lien Agent or (and any other Second Lien Secured Party and without any action by any such person; provided, that such amendment, waiver, required consent or replacement does not (i) materially adversely affect the rights of the Second Lien Secured Parties Lenders), no First Lien Document may be amended, supplemented or their interests in otherwise modified to the Common Collateral to a greater extent than such amendment, supplement or modification would (i) contravene the provisions of this Agreement, (ii) increase the then outstanding aggregate principal amount of the loans under the First Lien Secured Parties Financing Agreement plus, if any, any undrawn portion of any commitment under the First Lien Financing Agreement in a like excess of the Maximum First Lien Principal Amount or (iii) increase the “Applicable Margin” or similar manner (other than by virtue of their relative priorities and rights and obligations hereunder), or (ii) adversely affect the rights, duties, protections, privileges, indemnities or immunities component of the Second Lien Agent. The interest of the loans thereunder by more than 3.0% per annum from the “Applicable Margin” or similar component of the interest under the First Lien Agent shall promptlyFinancing Agreement as in effect as of the date hereof (exclusive, and in any event within five (5) Business Days thereoffor the avoidance of doubt, give written notice of such amendment, waiver or consent to the Second Lien Agent; provided, that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or replacement with respect to the provisions of any Second Lien Collateral Document as set forth in this Section 5.3(bimposition of up to 2.0% of “default” interest).

Amendments to Second Lien Collateral Documents. (a) So long as the Discharge of First Lien Obligations has not occurred, without the prior written consent of the First Lien AgentAgents, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent that any provisions therein as so amendedsuch amendment, supplemented supplement or modifiedmodification, or the terms of any new Second Lien Collateral Document, would be prohibited by, by or would require any Pledgor to act or refrain from acting in a manner that would violate, inconsistent with any of the terms of this Agreement. Each Second Lien Agent agrees that each applicable Second Lien Collateral Document executed as of the date hereof shall include the following language (or language to similar effect approved by the First Lien Designated Agent): “Reference is hereby made to the Intercreditor Agreement, dated as of March 9, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Bank of America, N.A., as credit agreement agent, Xxxxx Fargo Bank, National Association, as notes trustee and second lien collateral agent, and the other first lien agents and second lien agents party thereto from time to time. Notwithstanding anything herein to the contrary, (i) the liens and security interests granted pursuant to this agreement are expressly subject and subordinate to the liens and security interests granted pursuant to the First Lien Collateral Documents (as such term is defined in the Intercreditor Agreement) and (ii) the exercise of any right or remedy hereunder is subject to the limitations and provisions of the Intercreditor Agreement. 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 Notwithstanding the foregoing, in the event that the First Lien Agent Agents or other the requisite First Lien Secured Parties each enter into any amendment, waiver or consent with the relevant Grantor(s) in respect of the same or replace similar provisions of any of their respective First Lien Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such First Lien Collateral Document Documents or changing in any manner the rights of any of the First Lien AgentAgents, such any of the First Lien Secured Parties, Parties and any of the Company or any other Pledgor Grantors thereunder, then such amendment, waiver, waiver or consent or replacement shall apply automatically to any comparable provision of each the Comparable Second Lien Collateral Document in which the Pledgors xxxxx x Xxxx on the same collateral, Documents without the consent of the any Second Lien Agent or any other Second Lien Secured Party and without any action by any such person; Second Lien Agent, any Second Lien Secured Party or the Grantors, provided, that (i) no such amendment, waiverwaiver or consent shall have the effect of (x) removing assets subject to the Lien of any Second Lien Collateral Documents, consent except to the extent that a release of such Lien is pursuant to Sections 5.1(a) or replacement does (b) hereof, (y) imposing additional duties on any Second Lien Agent without its consent, or (z) permitting other Liens on the Collateral not (i) materially adversely affect permitted under the rights terms of the Second Lien Secured Parties Documents or their interests in the Common Collateral to a greater extent than the First Lien Secured Parties in a like or similar manner (other than by virtue of their relative priorities this Agreement and rights and obligations hereunder), or (ii) adversely affect the rights, duties, protections, privileges, indemnities or immunities of the Second Lien Agent. The First Lien Agent shall promptly, and in any event within five (5) Business Days thereof, give written notice of such amendment, waiver or consent shall have been given to the each Second Lien Agent; provided, that Agent (although the failure to give any such notice shall not in no way affect the effectiveness of any such amendment, waiver, consent waiver or replacement with respect consent). (c) Anything contained herein to the provisions contrary notwithstanding, until the Discharge of any First Lien Obligations has occurred, no Second Lien Collateral Document as set forth shall be entered into unless the collateral covered thereby is also subject to a first-priority security interest in this Section 5.3(b)favor of the First Lien Agents for the benefit of the First Lien Secured Parties pursuant to the First Lien Collateral Documents.

Amendments to Second Lien Collateral Documents. (a) So long as Until the date upon which the Discharge of First Lien Obligations has not shall have occurred, without the prior written consent of the First Lien Agent, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent that any provisions therein as so amendedsuch amendment, supplemented supplement or modifiedmodification, or the terms of any new Second Lien Financing Agreement or Second Lien Collateral Document, would be prohibited by, or would require any Pledgor to act or refrain from acting in a manner that would violate, contravene any of the terms of this Agreement. . The Second Lien Agent agrees that each Second Lien 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 the date hereof, as the same may be amended, restated, supplemented, modified or replaced from time to time (bthe “Intercreditor Agreement”) among Citibank, N.A., as Fxxxx Xxxx Xxxxx, Xxxxxxxx, N.A., as Second Lien Agent, Citibank, N.A., as Control Agent, the First Lien Borrower, the First Lien Guarantors, the Second Lien Borrower and the Second Lien Guarantors (each as defined therein) from time to time a party thereto. 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 Second Lien Agent agrees that each Second Lien Collateral Document under which any Lien on real property owned by the Second Lien Borrower or any Second Lien Guarantor is granted to secure the Second Lien Obligations covering any Common Collateral shall contain such other language as the First Lien Agent or other First Lien Secured Parties enter into any amendment, waiver or consent in respect may reasonably request to reflect the priority of or replace any the First Lien Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien covering such Common Collateral Document or changing in any manner the rights of the First Lien Agent, over such First Lien Secured Parties, the Company or any other Pledgor thereunder, then such amendment, waiver, consent or replacement shall apply automatically to any comparable provision of each Comparable Second Lien Collateral Document in which the Pledgors xxxxx x Xxxx on the same collateral, without the consent of the Second Lien Agent or any other Second Lien Secured Party and without any action by any such person; provided, that such amendment, waiver, consent or replacement does not (i) materially adversely affect the rights of the Second Lien Secured Parties or their interests in the Common Collateral to a greater extent than the First Lien Secured Parties in a like or similar manner (other than by virtue of their relative priorities and rights and obligations hereunder), or (ii) adversely affect the rights, duties, protections, privileges, indemnities or immunities of the Second Lien Agent. The First Lien Agent shall promptly, and in any event within five (5) Business Days thereof, give written notice of such amendment, waiver or consent to the Second Lien Agent; provided, that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or replacement with respect to the provisions of any Second Lien Collateral Document as set forth in this Section 5.3(b)Document.

Amendments to Second Lien Collateral Documents. (a) So long as Until the Discharge of First Lien Obligations has not occurred, without the prior written consent of the First Lien Collateral Agent, acting at the written direction of the Required First Lien Secured Parties, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent that any provisions therein as so amendedsuch amendment, supplemented supplement or modifiedmodification, or the terms of any new Second Lien Collateral Document, would be prohibited bycontravene the provisions of this Agreement. The Borrower and each Loan Party agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the First Lien Collateral Agent): “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 would require remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of [__________], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among MACH Gen, LLC, as Borrower, the Guarantors party thereto, CLMG Corp., as First Lien Collateral Agent, [_______] as Second Lien Collateral Agent, CLMG Corp., as Initial First Lien Administrative Agent and each other Person party or that may become party thereto from time to time. In the event of any Pledgor to act or refrain from acting in a manner that would violate, any of conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.” In addition, the Borrower and each Loan Party agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the First Lien Collateral Agent may reasonably request to reflect the junior priority of such Second Lien Mortgage to the First Lien Collateral Documents covering such Collateral. (b) In the event that any First Lien Collateral Agent, the First Lien Agent Secured Debt Representatives or other the First Lien Secured Parties and the relevant Loan Party enter into any amendment, waiver or consent in respect of or replace any of the First Lien Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the First Lien Collateral Agent, the First Lien Secured Debt Representatives, such First Lien Secured Parties, the Company Borrower or any other Pledgor Guarantor thereunder, then such amendment, waiver, waiver or consent or replacement shall apply automatically to any comparable provision of each the Comparable Second Lien Collateral Document in which the Pledgors xxxxx x Xxxx on the same collateral, without the consent of the Second Lien Collateral Agent or any other the Second Lien Secured Party Parties and without any action by the Second Lien Collateral Agent, the Borrower or any such personother Guarantor; provided, provided that (i) no such amendment, waiver, waiver or consent or replacement does not shall have the effect of (iA) materially adversely affect removing any Collateral from the rights Lien of the Second Lien Secured Parties Collateral Agent except where a release is otherwise permitted or their interests in required pursuant to Section 5.1 or, following an exercise of remedies prior to the Common Collateral to a greater extent than the Discharge of First Lien Secured Parties in a like Obligations, Section 3.1 or similar manner (other than by virtue of their relative priorities and rights and obligations hereunder)B) imposing any duties on, or increasing the obligations of, any Second Lien Secured Party without its prior written consent and (ii) adversely affect the rights, duties, protections, privileges, indemnities or immunities of the Second Lien Agent. The First Lien Agent shall promptly, and in any event within five (5) Business Days thereof, give written notice of such amendment, waiver or consent shall have been given to the Second Lien Agent; provided, that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or replacement with respect to the provisions of any Second Lien Collateral Document as set forth in this Section 5.3(b).the