Voting; Modifications. With respect to each Modification requiring Required Lender consent under the Credit Agreement, each Last Out Lender agrees that it shall be deemed to vote in the same manner as the Term Loan A Lenders and Term Loan B Lenders.
Voting; Modifications. Each Last Out Lender agrees in favor of each First Out Lender that it will not vote as a Lender in favor of any Modification to the Credit Agreement, this Agreement or the other Loan Documents that would (i) in any way subordinate the priority of the Liens granted in and to the Collateral under the Credit Agreement or the other Loan Documents in respect of the Retained Interests, (ii) amend or otherwise modify the Credit Agreement, this Agreement or any other Loan Document in a manner that would adversely affect the priority of application of Proceeds of Collateral to the payment of any portion of the Retained Interests or (iii) reduces any amount payable in respect of the Retained Interests.
