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

Amendments to Second Lien Collateral Documents. (a) Until the date upon which the Discharge of First Lien Obligations 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 such amendment, supplement or modification, or the terms of any new Second Lien Financing Agreement or Second Lien Collateral Document, would 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.

Amendments to Second Lien Collateral Documents. (a) Until the date upon which the Discharge of First Lien Obligations shall have 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 such amendment, supplement or modification, or the terms of any new Second Lien Financing Agreement or Second Lien Collateral Credit Document, would contravene any of the terms provisions of this Agreement. The Second Lien Agent Company agrees that each Second Lien Collateral Document shall include the following language: “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 remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of the date hereofFebruary 4, 2004 (as the same may be amended, restated, supplemented, supplemented or otherwise modified or replaced from time to time (time, the “Intercreditor Agreement”) "INTERCREDITOR AGREEMENT"), among CitibankCarmike Cinemas, N.A.Inc., Wells Fargo Foothill, Inc., as Fxxxx Xxxx XxxxxFirst Lien Collaterax Xxxnt, Xxxxxxxx, N.A.National City Bank, as Second Lien Agent, Citibank, N.A., as Control Agent, the First Lien Borrower, the First Lien Guarantors, the Second Lien Borrower Collateral Agent and the Second Lien Guarantors (each as defined therein) certain other persons party or that may become party thereto from time to time a party theretotime. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall governgovern and control.” " In addition, the Second Lien Agent Company 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 Mortgage covering any Common Collateral shall contain such other language as the First Lien Collateral Agent may reasonably request to reflect the priority subordination of such Second Lien Mortgage to the First Lien Collateral Document covering such Common Collateral over such Second Lien Collateral DocumentCollateral.

Amendments to Second Lien Collateral Documents. (a) Until the date upon which the Discharge of First Lien Obligations shall have 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 such amendment, supplement or modification, or the terms of any new Second Lien Financing Agreement or Second Lien Collateral Document, would contravene any of the terms provisions of this Agreement. The Second Lien Agent Company agrees that each Second Lien Collateral Document shall include the following language: “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 remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of the date hereofDecember 18, 2003 (as the same may be amended, restated, supplemented, supplemented or otherwise modified or replaced from time to time (time, the “Intercreditor Agreement”) "INTERCREDITOR AGREEMENT"), among CitibankAmerican Reprographics Company, N.A.L.L.C., General Electric Capital Corporation, as Fxxxx Xxxx XxxxxFirst Lien Collateral Agent, Xxxxxxxx, N.A.Xxxxxxx Xxxxx Credit Partners L.P., as Second Lien Agent, Citibank, N.A., as Control Agent, the First Lien Borrower, the First Lien Guarantors, the Second Lien Borrower Collateral Agent and the Second Lien Guarantors (each as defined therein) certain other persons party or that may become party thereto from time to time a party theretotime. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall governgovern and control.” " In addition, the Second Lien Agent Company 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 Mortgage covering any Common Collateral shall contain such other language as the First Lien Collateral Agent may reasonably request to reflect the priority subordination of such Second Lien Mortgage to the First Lien Collateral Document covering such Common Collateral over such Second Lien Collateral DocumentCollateral.

Amendments to Second Lien Collateral Documents. (a) Until the date upon which the Discharge of First Lien Obligations shall have has 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 such amendment, supplement or modification, or the terms of any new Second Lien Financing Agreement or Second Lien Collateral Document, would contravene any of the terms provisions of this Agreement. The Second Lien Agent Borrower and each Loan Party agrees that each Second Lien Collateral Document shall include the following language: 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 remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of the date hereof[__________], 2014 (as the same may be amended, amended and restated, supplemented, supplemented or otherwise modified or replaced from time to time (time, the “Intercreditor Agreement”) ), among CitibankMACH Gen, N.A.LLC, as Fxxxx Xxxx XxxxxBorrower, Xxxxxxxxthe Guarantors party thereto, N.A.CLMG Corp., as First Lien Collateral Agent, [_______] as Second Lien Collateral Agent, Citibank, N.A.CLMG Corp., as Control Agent, the Initial First Lien Borrower, the First Lien Guarantors, the Second Lien Borrower Administrative Agent and the Second Lien Guarantors (each as defined therein) other Person party or that may become party thereto from time to time a party theretotime. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall governgovern and control.” In addition, the Second Lien Agent Borrower and each Loan Party 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 Mortgage covering any Common 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 any First Lien Collateral Agent, the First Lien Secured Debt Representatives or the First Lien Secured Parties and the relevant Loan Party enter into any amendment, waiver or consent in respect of any of the First Lien Collateral 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 covering or changing in any manner the rights of the First Lien Collateral Agent, the First Lien Secured Debt Representatives, such Common Collateral over First Lien Secured Parties, the Borrower or any Guarantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Lien Collateral Document.Document without the consent of the Second Lien Collateral Agent or the Second Lien Secured Parties and without any action by the Second Lien Collateral Agent, the Borrower or any other Guarantor; provided that (i) no such amendment, waiver or consent shall have the effect of (A) removing any Collateral from the Lien of the Second Lien Collateral Agent except where a release is otherwise permitted or required pursuant to Section 5.1 or, following an exercise of remedies prior to the Discharge of First Lien Obligations, Section 3.1 or (B) imposing any duties on, or increasing the obligations of, any Second Lien Secured Party without its prior written consent and (ii) notice of such amendment, waiver or consent shall have been given to the