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

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents and the Required Lenders, no Second Priority 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 Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document executed as of the date hereof shall include the following language (or language to similar effect approved by the First Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority Agent] pursuant to this agreement are expressly subject and subordinate to the liens and security interests granted to Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as collateral agents (and their respective permitted successors), for the benefit of the lenders referred to below, pursuant to the Guarantee and Collateral Agreement dated as of April 3, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), from the Company and the other “Pledgors” referred to therein, in favor of Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as collateral agents and to the liens and security interests granted to Bank of America, N.A. as the Bridge Loan Collateral Agent pursuant to the Bridge Loan Guarantee and Collateral Agreement dated as of February 5, 2008 (as amended, supplemented or otherwise modified from time to time) [and] to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)], and (ii) the exercise of any right or remedy by the [applicable Second Priority Agent] hereunder is subject to the limitations and provisions of the Second Amended and Restated Intercreditor Agreement dated as of February 5, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Credit Suisse, Cayman Islands Branch and Bank of America, N.A. in their capacities as First Lien Agents, Wxxxx Fargo Bank, N.A., Holdings, the Company 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 Agents or the Senior Lenders enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, the Company or any other Grantor; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of the Company or such Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent may give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into without the prior written consent of the First Lien Agents and, without limitation on the foregoing, no Second Priority 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 Agents for the benefit of the Senior Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents and the Required LendersAgents, no Second Priority 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 Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document executed as of the date hereof shall include the following language (or language to similar effect approved by the First Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority Agent] pursuant to this agreement are expressly subject and subordinate to the liens and security interests granted to Bank of AmericaCredit Suisse AG, N.A. and Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), as collateral agents agent (and their respective its permitted successors), for the benefit of the lenders secured parties referred to below, pursuant to the Guarantee and Collateral Agreement dated as of April 3May 29, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), from the Company and the other “Pledgors” referred to therein, in favor of Bank of AmericaCredit Suisse, N.A. and AG Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), as collateral agents agent for the benefit of the secured parties referred to therein, [and to the liens and security interests granted to Bank of America, N.A. as the Bridge Loan Collateral Agent pursuant to the Bridge Loan Guarantee and Collateral Agreement dated as of February 5, 2008 (as amended, supplemented or otherwise modified from time to time) [and] to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] pursuant to [Other First Priority Lien Obligations Security Document Document] (as amended, supplemented or otherwise modified from time to time)], and (ii) the exercise of any right or remedy by the [applicable Second Priority Agent] hereunder is subject to the limitations and provisions of the Second Amended and Restated Intercreditor Agreement dated as of February 5March 4, 2008 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Credit SuisseSuisse AG, Cayman Islands Branch and Branch, in its capacity as Credit Agreement Agent, The Bank of America, N.A. in their capacities as First Lien Agents, Wxxxx Fargo BankNew York Mellon Trust Company, N.A., in its capacity as Trustee, Holdings, the Company 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 Agents or the Senior Lenders enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, the Company or any other Grantor; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of the Company or such Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent may give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into without the prior written consent of the First Lien Agents and, without limitation on the foregoing, no Second Priority 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 Agents for the benefit of the Senior Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents and the Required LendersAgents, no Second Priority 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 Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that The Grantors shall cause each applicable Second Priority Collateral Document executed as of the date hereof shall or hereafter to include the following language (or language to similar effect approved by the First Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority AgentAgent for the benefit of the [Secured Parties]] pursuant to this agreement are expressly subject and subordinate to the liens and security interests granted to Bank of AmericaCitizens Bank, N.A. and Credit Suisse, Cayman Islands Branch, as collateral agents administrative agent (and their respective its permitted successors), for the benefit of the lenders secured parties referred to below, pursuant to the Guarantee Second Amended and Collateral Agreement Restated Pledge and Security Agreement, dated as of April 3[________], 2007 2024 (as further amended, amended and restated, supplemented or otherwise modified from time to time), from the Company Borrower and the other “PledgorsGrantors” referred to therein, in favor of Bank of AmericaCitizens Bank, N.A. and Credit Suisse, Cayman Islands BranchN.A., as collateral agents administrative agent for the benefit of the secured parties referred to therein [and to the liens and security interests granted to Bank of America, N.A. as the Bridge Loan Collateral Agent pursuant to the Bridge Loan Guarantee and Collateral Agreement dated as of February 5, 2008 (as amended, supplemented or otherwise modified from time to time) [and] to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)]], and (ii) the exercise of any right or remedy by the [applicable Second Priority Agent] hereunder is subject to the limitations and provisions of the Second Amended and Restated Intercreditor Agreement dated as of February 5[__________], 2008 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Credit Suisse, Cayman Islands Branch and Bank of America, N.A. in their capacities as First Lien Agents, Wxxxx Fargo Citizens Bank, N.A., Holdingsin its capacity as First Lien Agent and Truist Bank, the Company as Trustee and the subsidiaries party theretoSecond Priority Collateral Agent. 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 Agents or the Senior Lenders enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Lenders, the Company Borrower or any other Grantor thereunder (including the release of any Liens in Senior Lender CollateralCollateral in accordance with Section 5.1), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, the Company Agent or any other GrantorSecond Priority Secured Party; provided, that such amendment, waiver or consent (i) does not materially adversely affect the rights of the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of the Company Borrower or such Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document), (ii) does not provide for the release of the Liens on Collateral securing Second Priority Claims, unless such release is permitted by Section 5.1 and (iii) does not adversely affect the rights and obligations of the Second Lien Agent in its capacity as such. The relevant First Lien Agent may shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into without the prior written consent of the First Lien Agents and, without limitation on the foregoing, Grantors agree that no Second Priority 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 Agents for the benefit of the Senior Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as Except to the Discharge of extent not prohibited by any Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents and the Required LendersDebt Document, no Second Priority 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 Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable Second Priority Collateral Document executed as of the date hereof under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the First Lien AgentsDesignated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority AgentRepresentative] pursuant to this agreement Agreement are expressly subject and subordinate to the liens and security interests granted to Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as collateral agents (and their respective permitted successors), for the benefit in favor of the lenders Senior Secured Parties (as defined in the Intercreditor Agreement referred to below, pursuant to the Guarantee and Collateral Agreement dated as of April 3, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), from the Company and the other “Pledgors” referred to therein, in favor of Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as collateral agents and to the including liens and security interests granted to Bank of America, N.A. N.A., as the Bridge Loan Collateral Agent administrative agent, pursuant to or in connection with the Bridge Loan Guarantee Credit Agreement, dated as of May 2, 2016 among the Borrower, the lenders from time to time party thereto, the guarantors from time to time party thereto, Bank of America, N.A., as administrative agent and Collateral Agreement the other parties thereto, as amended by Amendment No. 1, dated as of June 27, 2017, Amendment No. 2, dated as of December 21, 2017, Amendment No. 3, dated as of September 28, 2018, Amendment No. 4, dated as of February 5[25], 2008 (2022, and as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time) [and] to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)], and (ii) the exercise of any right or remedy by the [applicable Second Priority AgentRepresentative] hereunder is subject to the limitations and provisions of the Second Amended and Restated Lien Intercreditor Agreement dated as of February 5, 2008 [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Credit Suisse, Cayman Islands Branch and Bank of America, N.A. in their capacities N.A., as First Lien AgentsAdministrative Agent, Wxxxx Fargo Bank[ ], N.A.as Second Lien Administrative Agent, Holdingseach additional Second Priority Representative and Senior Representative from time to time party thereto, the Company Borrower and the their respective subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this agreementAgreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that the First Lien Agents or each applicable Senior Representative and/or the Senior Lenders Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Representatives, the Senior LendersSecured Parties, the Company Borrower or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document without the consent of any Second Priority Agent Representative or any Second Priority Secured Debt Party and without any action by any Second Priority AgentRepresentative, the Company Borrower or any other Grantor; provided, however, that (i) no such amendment, waiver or consent does not materially adversely shall (A) remove assets subject to the Second Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a); provided further that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of the any Second Priority Secured Parties or the interests of the Representative in its role as Second Priority Secured Parties in the Second Priority Collateral Representative without its prior written consent and not the other creditors of the Company or such Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent may give ii) written notice of such amendment, waiver or consent shall have been given to each Second Priority Agent; provided that the failure to give such notice shall not affect Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)consent. (c) Anything contained herein The Borrower agrees to deliver to each of the contrary notwithstanding, until Designated Senior Representative and the Discharge of Senior Lender Claims has occurred, no Designated Second Priority Collateral Document may be amendedRepresentative copies of (i) any amendments, supplemented supplements or otherwise modified or entered into without the prior written consent of the First Lien Agents and, without limitation on the foregoing, no Second Priority 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 Agents for the benefit of the Senior Lenders pursuant other modifications to the Senior Collateral DocumentsDebt Documents or the Second Priority Debt Documents and (ii) any new Senior Debt Documents or Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents and the Required LendersAgents, no Second Priority 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 Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document executed as of the date hereof shall include the following language (or language to similar effect approved by the First Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority Agent] pursuant to this agreement are expressly subject and subordinate to the liens and security interests granted to Bank of AmericaCredit Suisse AG, N.A. and Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), as collateral agents agent (and their respective its permitted successors), for the benefit of the lenders secured parties referred to below, pursuant to the Guarantee and Collateral Agreement dated as of April 3May 29, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), from the Company and the other “Pledgors” referred to therein, in favor of Bank of AmericaCredit Suisse, N.A. and AG Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), as collateral agents agent for the benefit of the secured parties referred to therein, [and to the liens and security interests granted to Bank of America, N.A. as the Bridge Loan Collateral Agent pursuant to the Bridge Loan Guarantee and Collateral Agreement dated as of February 5, 2008 (as amended, supplemented or otherwise modified from time to time) [and] to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] pursuant to [Other First Priority Lien Obligations Security Document Document] (as amended, supplemented or otherwise modified from time to time)], and (ii) the exercise of any right or remedy by the [applicable Second Priority Agent] hereunder is subject to the limitations and provisions of the Second Amended and Restated Intercreditor Agreement dated as of February 5March 4, 2008 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Credit SuisseSuisse AG, Cayman Islands Branch and Branch, in its capacity as Credit Agreement Agent, The Bank of America, N.A. in their capacities as First Lien Agents, Wxxxx Fargo BankNew York Mellon Trust Company, N.A., in its capacity as Trustee, Holdings, the Company 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 Agents or the Senior Lenders enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, any Second Priority Senior Secured Party, the Company or any other Grantor; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of the Company or such Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent may give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into without the prior written consent of the First Lien Agents and, without limitation on the foregoing, no Second Priority 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 Agents for the benefit of the Senior Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents and the Required LendersAgents, no Second Priority 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 Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that The Grantors shall cause each applicable Second Priority Collateral Document executed as of the date hereof shall or hereafter to include the following language (or language to similar effect approved by the First Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority AgentAgent for the benefit of the [Secured Parties]] pursuant to this agreement are expressly subject and subordinate to the liens and security interests granted to Bank of America(x) JPMorgan Chase Bank, N.A. and Credit Suisse, Cayman Islands Branch, as collateral agents agent (and their respective its permitted successors), for the benefit of the lenders secured parties referred to below, pursuant to the Guarantee and Collateral First Lien Security Agreement dated as of April 3December 1, 2007 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time), from [the Company and the other “PledgorsGrantors” referred to therein], in favor of Bank of AmericaJPMorgan Chase Bank, N.A. and Credit Suisse, Cayman Islands BranchN.A., as collateral agents agent for the benefit of the secured parties referred to therein, (y) Wilmington Trust, National Association as collateral agent (and its permitted successors), for the benefit of the secured parties referred to the liens and security interests granted to Bank of Americabelow, N.A. as the Bridge Loan Collateral Agent pursuant to the Bridge Loan Guarantee and Collateral First Lien Security Agreement dated as of February 5April 30, 2008 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time), from [the Company and the other “Grantors” referred to therein], in favor of Wilmington Trust, National Association, as collateral agent for the benefit of the secured parties referred to therein [and (z) [and] to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)]], and (ii) the exercise of any right or remedy by the [applicable Second Priority Agent] hereunder is subject to the limitations and provisions of the Second Amended and Restated Intercreditor Agreement dated as of February August 5, 2008 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Credit Suisse, Cayman Islands Branch and Bank of AmericaJPMorgan Chase Bank, N.A. in their capacities its capacity as Credit Agreement Collateral Agent, Wilmington Trust, National Association as First Lien AgentsPriority Notes Collateral Agent, Wxxxx Fargo Bankand Wilmington Trust, N.A.National Association, Holdings, the Company as Trustee and the subsidiaries party theretoSecond Priority Collateral Agent. 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 Agents or the Senior Lenders enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender CollateralCollateral in accordance with Section 5.1), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, the Company Agent or any other GrantorSecond Priority Secured Party; provided, that such amendment, waiver or consent does not (a) materially adversely affect the rights of the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of the Company or such Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document)) or (b) impose duties or obligations that are adverse on any Second Priority Agent without its prior written consent. The relevant First Lien Agent may Company shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into without the prior written consent of the First Lien Agents and, without limitation on the foregoing, Grantors agreed that no Second Priority 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 Agents for the benefit of the Senior Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents and the Required LendersAgents, no Second Priority 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 Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document executed as of the date hereof shall include the following language (or language to similar effect approved by the First Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority AgentAgent for the benefit of the [Secured Parties]] pursuant to this agreement are expressly subject and subordinate to the liens and security interests granted to Deutsche Bank of America, N.A. and Credit Suisse, Cayman Islands BranchTrust Company Americas, as collateral agents agent (and their respective its permitted successors), for the benefit of the lenders secured parties referred to below, pursuant to the Guarantee and Collateral Agreement Agreement, dated as of April 3July 2, 2007 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time), from the Company Borrower and the other “Pledgors” referred to therein, in favor of Deutsche Bank of America, N.A. and Credit Suisse, Cayman Islands BranchTrust Company Americas, as collateral agents agent for the benefit of the secured parties referred to therein [and to the liens and security interests granted to Bank of America, N.A. as the Bridge Loan Collateral Agent pursuant to the Bridge Loan Guarantee and Collateral Agreement dated as of February 5, 2008 (as amended, supplemented or otherwise modified from time to time) [and] to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)]], and (ii) the exercise of any right or remedy by the [applicable Second Priority Agent] hereunder is subject to the limitations and provisions of the Second Amended and Restated Intercreditor Agreement Agreement, dated as of February 5[ ], 2008 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Credit SuisseDeutsche Bank Trust Company Americas, Cayman Islands Branch and Bank of America, N.A. in their capacities its capacity as First Lien AgentsAgent, Wxxxx Fargo BankDeutsche Bank AG New York Branch, N.A.in its capacity as Credit Agreement Administrative Agent, Holdingsand [ ], the Company and the subsidiaries party theretoas [TRUSTEE]. 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 Agents or the Senior Lenders enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Lenders, the Company Borrower or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, the Company Agent or any other GrantorSecond Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of the Company or such Grantor, as the case may beSenior Lenders, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent may shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into without the prior written consent of the First Lien Agents and, without limitation on the foregoing, no Second Priority 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 Agents for the benefit of the Senior Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents and the Required LendersAgents, no Second Priority 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 Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document executed as of the date hereof shall include the following language (or language to similar effect approved by the First Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority AgentAgent for the benefit of the [Secured Parties]] pursuant to this agreement are expressly subject and subordinate to the liens and security interests granted to Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as collateral agents agent (and their respective its permitted successors), for the benefit of the lenders secured parties referred to below, pursuant to the Guarantee and [Collateral Agreement Agreement] dated as of April 3January 28, 2007 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time), from [the Company and the other “Pledgors” referred to therein], in favor of Bank of America, N.A. and Credit Suisse, Cayman Islands BranchN.A., as collateral agents agent for the benefit of the secured parties referred to therein [and to the liens and security interests granted to Bank of America, N.A. as the Bridge Loan Collateral Agent pursuant to the Bridge Loan Guarantee and Collateral Agreement dated as of February 5, 2008 (as amended, supplemented or otherwise modified from time to time) [and] to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)]], and (ii) the exercise of any right or remedy by the [applicable Second Priority Agent] hereunder is subject to the limitations and provisions of the Second Amended and Restated Intercreditor Agreement dated as of February 5December 24, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Credit Suisse, Cayman Islands Branch and Bank of America, N.A. in their capacities its capacity as First Lien AgentsAgent and U.S. Bank National Association, Wxxxx Fargo Bank, N.A., Holdings, the Company and the subsidiaries party theretoas Trustee. 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 Agents or the Senior Lenders enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, the Company Agent or any other GrantorSecond Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of the Company or such Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent may shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into without the prior written consent of the First Lien Agents and, without limitation on the foregoing, no Second Priority 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 Agents for the benefit of the Senior Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as Except to the Discharge of extent not prohibited by any Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents and the Required LendersDebt Document, no Second Priority Collateral Debt 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 Second Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. Each Second Priority Agent Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable Second Priority Collateral Document executed as of the date hereof under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the First Lien AgentsDesignated Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority AgentRepresentative] pursuant to this agreement Agreement are expressly subject and subordinate to the liens and security interests granted to Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as collateral agents (and their respective permitted successors), for the benefit in favor of the lenders Senior Secured Parties (as defined in the Intercreditor Agreement referred to below, pursuant to the Guarantee and Collateral Agreement dated as of April 3, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), from the Company and the other “Pledgors” referred to therein, in favor of Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as collateral agents and to the including liens and security interests granted to Bank of America, N.A. N.A., as the Bridge Loan Collateral Agent administrative agent, pursuant to or in connection with the Bridge Loan Guarantee Third Amended and Collateral Agreement Restated Credit Agreement, dated as of February 5March 17, 2008 (2014 among Holdings, the Parent Borrower, the Swiss Subsidiary Borrower, the Japanese Subsidiary Borrower, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto, as further amended, restated, extended, supplemented or otherwise modified from time to time) [and] to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)], and (ii) the exercise of any right or remedy by the [applicable Second Priority AgentRepresentative] hereunder is subject to the limitations and provisions of the Second Amended and Restated (x) Intercreditor Agreement dated as of February 5[ ], 2008 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Credit Suisse, Cayman Islands Branch and Bank of America, N.A. in their capacities N.A., as First Lien AgentsAdministrative Agent, Wxxxx Fargo Bank, N.A.Parent Borrower, Holdings, the Company and the subsidiaries other Grantors (as defined therein) party theretothereto from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this agreementAgreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that the First Lien Agents or the Senior Lenders enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Lenders, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, the Company or any other Grantor; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of the Company or such Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent may give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into without the prior written consent of the First Lien Agents and, without limitation on the foregoing, no Second Priority 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 Agents for the benefit of the Senior Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents and the Required LendersAgents, no Second Priority 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 Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document executed as of the date hereof shall include the following language (or language to similar effect approved by the First Lien AgentsPriority Designated Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority Agent] Agent for the benefit of the Second Priority Secured Parties pursuant to this agreement are expressly subject and subordinate to the liens and security interests granted to Bank of America, N.A. and Credit SuisseSuisse AG, Cayman Islands Branch, Branch as collateral agents agent (and their respective its permitted successors), for the benefit of the lenders secured parties referred to below, pursuant to the Guarantee and Collateral Agreement (First Lien) dated and effective as of April 3May 20, 2007 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time), from the Company Borrower and the other “Pledgors” referred to therein, in favor of Bank of America, N.A. and Credit SuisseSuisse AG, Cayman Islands Branch, as collateral agents agent for the benefit of the secured parties referred to therein and other Senior Collateral Documents (as defined in the Second Lien Intercreditor Agreement (defined below)) and to the liens and security interests granted to Bank of America, N.A. as the Bridge Loan Collateral Agent pursuant to the Bridge Loan Guarantee and Collateral Agreement dated as of February 5, 2008 (as amended, supplemented or otherwise modified from time to time) [and] to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] Agent pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)], and (ii) the exercise of any right or remedy by the [applicable Second Priority Agent] Agent hereunder is subject to the limitations and provisions of the Second Amended and Restated Lien Intercreditor Agreement dated as of February 5May 20, 2008 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), by and among Credit SuisseSuisse AG, Cayman Islands Branch and Bank of AmericaBranch, N.A. in their capacities its capacity as First Lien AgentsAgent (as defined therein), Wxxxx Fargo BankU.S. Bank National Association, N.A.as Trustee (as defined therein), Holdings, the Company and the subsidiaries other parties party thereto. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and the terms of this agreement, the terms of the Second Lien Intercreditor Agreement shall govern.” (b) In the event that the First Lien Agents or the Senior Lenders enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Lenders, the Company Borrower or any other Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, the Company Agent or any other GrantorSecond Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of the Company Borrower or such Grantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent may shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into without the prior written consent of the First Lien Agents and, without limitation on the foregoing, no Second Priority 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 Agents for the benefit of the Senior Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims the First-Priority Obligations has not occurred, without the prior written consent of the First Lien Agents First-Priority Collateral Agent and the Required Lenders, no Second Second-Priority 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 Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this AgreementAgreement or any other First-Priority Document. Each Second Unless otherwise agreed to by the First-Priority Agent Collateral Agent, each Grantor agrees that each applicable Second Second-Priority Collateral Document executed as of the date hereof shall include language substantially the same as the following language paragraph (or language to similar effect approved by the First Lien AgentsFirst-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second insert the relevant Second-Priority AgentRepresentative] for the benefit of the [Secured Parties] pursuant to this agreement Agreement are expressly subject and subordinate to the liens and security interests granted to Bank of America, N.A. and Credit Suisse, Cayman Islands Branch(a) [·], as collateral agents agent (and their respective its permitted successors), for the benefit of the lenders referred to below, ) pursuant to the Guarantee First Lien Guaranty and Collateral Agreement dated as of April 3[·], 2007 20[·] (as amended, amended and restated, supplemented or otherwise modified from time to time), from the Company by and the other “Pledgors” referred to thereinamong SFX Entertainment, in favor Inc., certain of Bank of America, N.A. its affiliates and Credit Suisse, Cayman Islands Branch[·], as collateral agents and to the liens and security interests granted to Bank of America, N.A. as the Bridge Loan Collateral Agent pursuant to the Bridge Loan Guarantee and Collateral Agreement dated as of February 5, 2008 agent or (b) any agent or trustee for any Other First-Priority Secured Parties (as amended, supplemented or otherwise modified from time defined in the First Lien/Second Lien Intercreditor Agreement referred to timebelow) [and] to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)], and (ii) the exercise of any right or remedy by the [applicable Second insert the relevant Second-Priority AgentRepresentative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of the First Lien/Second Amended and Restated Lien Intercreditor Agreement dated as of February 5[·], 2008 20[·] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among [·], in its capacity as the Credit SuisseAgreement Agent and First-Priority Collateral Agent, Cayman Islands Branch U.S. Bank National Association, in its capacity as the Notes Collateral Agent and Bank of AmericaSecond-Priority Collateral Agent, N.A. in their capacities as First Lien Agentsand SFX Entertainment, Wxxxx Fargo Bank, N.A., Holdings, the Company and the subsidiaries party thereto. Inc. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this agreementAgreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that the First Lien Agents First-Priority Collateral Agent or the Senior Lenders First-Priority Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior First-Priority Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior First-Priority Collateral Document or changing in any manner the rights of the First Lien AgentsFirst-Priority Collateral Agent, the Senior LendersFirst-Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Senior Lender First-Priority Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Second-Priority Collateral Document without the consent of any Second Second-Priority Agent Representative or any Second Second-Priority Secured Party and without any action by any Second Second-Priority AgentRepresentative, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not (i) amend, modify or otherwise affect the rights or duties of any Second-Priority Representative without its prior written consent or (ii) otherwise materially adversely affect the rights of the Second Second-Priority Secured Parties or the interests of the Second Second-Priority Secured Parties in the Second Second-Priority Collateral and not the other creditors of First-Priority Collateral Agent or the Company or such GrantorFirst-Priority Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar manner manner, and (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent may give B) written notice of such amendment, waiver or consent shall have been given to each Second Second-Priority Agent; provided that Representative by the failure to give such notice shall not affect First-Priority Collateral Agent within 10 Business Days after the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)consent. (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into without the prior written consent of the First Lien Agents and, without limitation on the foregoing, no Second Priority 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 Agents for the benefit of the Senior Lenders pursuant to the Senior Collateral Documents.