**EXHIBIT 10.4**
**INTERCREDITOR AGREEMENT**
     This INTERCREDITOR AGREEMENT is dated as of November 24, 2004, and entered into by and amongCOINMACH LAUNDRY CORPORATION, a Delaware corporation (the “*Guarantor*”), DEUTSCHE BANK TRUST COMPANYAMERICAS, in its capacity as the collateral agent for the First Lien Creditors (including itssuccessors and assigns from time to time, the “*First Lien Collateral Agent*”) and THE BANK OF NEWYORK, in its capacity as collateral agent for the Noteholders (including its successors and assignsfrom time to time, the “*Second Lien Collateral Agent*”). Capitalized terms used herein shall havethe meanings set forth in Section 1 below; *provided*that capitalized terms defined in the CreditAgreement used (but not otherwise defined) herein shall have the meanings ascribed to them in theCredit Agreement as in effect on the date hereof.
**W I T N E S S E T H:**
     WHEREAS, Borrower, the Guarantor, the subsidiary guarantors from time to time party thereto,the various financial institutions from time to time party thereto, the First Lien CollateralAgent, as Administrative Agent and Collateral Agent, Deutsche Bank Securities Inc. (f/k/a DeutscheBanc Alex. Brown Inc.), as Lead Arranger and Book Manager, J.P. Morgan Securities Inc. and WachoviaCapital Markets, LLC (f/k/a First Union Securities, Inc.) as Syndication Agents and Credit LyonnaisNew York Branch, as Documentation Agent, are parties to the Credit Agreement, dated as of January25, 2002 (as further amended, supplemented, amended and restated or otherwise modified from time totime (including pursuant to the Limited Waiver and Amendment No. 1 and Agreement dated as ofNovember 15, 2004 (the “*First Amendment*”)) the “*Credit Agreement*”);
     WHEREAS, CSC, the Guarantor, the other guarantors from time to time party thereto and theSecond Lien Collateral Agent, as collateral agent and trustee, entered into an Indenture, dated asof November 24, 2004 (as amended, supplemented, amended and restated or otherwise modified fromtime to time, the “*Indenture*”), governing the rights and duties of CSC under its 11% Senior SecuredNotes due 2024 in an aggregate principal amount on the date thereof of $132,556,665 (together withany such notes subsequently issued not in violation of the Indenture, the “*Senior Secured Notes*”);
     WHEREAS, the obligations of Borrower under the Credit Agreement and any Interest RateProtection Agreements or Other Hedging Agreements entered into with a counterparty who was aSecured Party (or affiliate thereof) at the time such Interest Rate Protection Agreement or OtherHedging Agreement was entered into will be secured by, among other things, a first prioritysecurity interest in the Common Collateral pursuant to the terms of the Holdings Pledge Agreement;
     WHEREAS, the obligations of the Guarantor under the Indenture will be secured by, among otherthings, a second priority security interest in the Common Collateral pursuant to the terms of theNoteholder Collateral Documents and this Agreement;
     WHEREAS, the Holdings Pledge Agreement, the Indenture and the Noteholder Collateral Documentsprovide, among other things, that the parties thereto shall set forth in this
 

 

Agreement their respective rights and remedies with respect to the Common Collateral(including the Pledged Collateral) owned by the Guarantor; and
     WHEREAS, it is a condition precedent to the effectiveness of the First Amendment that theparties hereto enter into this Agreement;
     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations hereinset forth and for other good and valuable consideration, the adequacy and receipt of which arehereby acknowledged, and in reliance upon the representations, warranties and covenants hereincontained, the parties hereto, intending to be legally bound, hereby agree as follows:
     Section 1. *Definitions*. As used in this Agreement, the following terms shall have thefollowing meanings (such meanings to be equally applicable to both the singular and the plural formof the terms indicated):
     “*Agreement*” means this Intercreditor Agreement, as amended, supplemented, amended andrestated or otherwise modified from time to time in accordance with the terms hereof.
     “*Borrower*” means Coinmach Corporation, a Delaware corporation.
     “*Common Collateral*” means the Collateral, as such term is defined in the HoldingsPledge Agreement.
     “*Comparable Noteholder Collateral Document*” means, in relation to any Common Collateralsubject to any Security Document, that Noteholder Collateral Document which creates asecurity interest in the same Common Collateral, granted by the Guarantor.
     “*Credit Agreement*” is defined in the *first recital*; *provided*that (i) the term CreditAgreement shall (x) also include any renewal, extension, refunding, restructuring,replacement or refinancing thereof (whether with the original collateral agent and lendersor another collateral agent or agents or other lenders, whether provided under the originalCredit Agreement or any other credit or other agreement or indenture and whether enteredinto concurrently with or subsequent to the termination of the prior Credit Agreement);*provided*that any such renewal, extension, refunding, restructuring, replacement orrefinancing does not increase the principal amount thereof beyond in violation of therestrictions in the Indenture and (y) exclude the Senior Secured Notes and other NoteholderDocuments and (ii) if at any time a Discharge of Lender Claims occurs with respect to theCredit Agreement (without giving effect to *Section 5.5*), then, to the extent provided in*Section 5.5*, the term “Credit Agreement” shall mean the Future First-Lien Credit Facilitydesignated by Borrower in accordance with the terms of such section.
     “*CSC*” means Coinmach Service Corp., a Delaware corporation.
     “*DIP Financing*” is defined in *Section 6.1*.
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     “*Discharge of Lender Claims*” means, except to the extent otherwise provided in *Sections5.5*and *6.5*, the payment in full in cash of all Obligations, the expiration, termination orcash collateralization of all Letters of Credit, pursuant (for purposes of cashcollateralization) to the terms thereof and the Credit Agreement, the termination of allcommitments to extend credit under the Credit Agreement and the payment in full in cash ofall other Lender Claims (other than Obligations for indemnification in respect of which noclaim or demand for payment has been made and no notice for indemnification has been issuedby the indemnitee at such time), as may be evidenced by a “pay-off” letter signed by anagent for the Lenders under the Credit Agreement.
     “*Disposition*” is defined in *Section 5.**1(a)(i)*.
     “*First Amendment*” is defined in the *first recital*.
     “*First Lien Collateral Agent*” means, in addition to the First Lien Collateral Agent asdefined in the *preamble*, the then acting agent for the First Lien Creditors under the LoanDocuments and any successor or assign thereto exercising substantially the same rights andpowers.
     “*First Lien Creditors*” shall mean the “Secured Creditors” (as defined in the CreditAgreement) and any other Persons holding Lender Claims, including the First Lien CollateralAgent.
     “*Future First-Lien Credit Facility*” shall mean the Credit Agreement and any CreditAgreement (as defined in the Indenture) that is designated by Borrower as a “First-LienCredit Facility” for purposes of the Indenture; *provided*that the First Lien Creditors underany Credit Agreement then in effect have consented to such designation.
     “*Guarantor*” is defined in the *preamble*.
     “*Holdings Pledge Agreement*” is defined in the Credit Agreement, *provided*that the term“Holdings Pledge Agreement” shall include any amendment (including Amendment No. 1 theretodated as of the date hereof), amendment and restatement, supplement or other modificationthereto and any other document or instrument evidencing the Guarantor’s pledge of CommonCollateral under any Future First-Lien Credit Facility as any such document or instrumentmay from time to time be amended, supplemented, amended and restated or otherwise modifiedin a manner not inconsistent with this Agreement.
     “*Indenture*” is defined in the *second recital*.
     “*Insolvency or Liquidation Proceeding*” means with respect to any Person (a) anyvoluntary or involuntary case or proceeding under the Bankruptcy Code with respect to suchPerson or any of its subsidiaries as a debtor, (b) any other voluntary or involuntaryinsolvency, reorganization or bankruptcy case or proceeding, or any receivership,liquidation, reorganization or other similar case or proceeding with respect to such Personor any of its subsidiaries as a debtor or with respect to any substantial part of theirrespective assets,
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 (c) any liquidation, dissolution, reorganization or winding up of such Person orany of its subsidiaries whether voluntary or involuntary and whether or not involvinginsolvency or bankruptcy or (d) any assignment for the benefit of creditors or any othermarshalling of assets and liabilities of such Person or any of its subsidiaries.
     “*Lender Claims*” means all Obligations outstanding under one or more of the LoanDocuments. Lender Claims shall include all interest accrued or accruing (or which would,absent the commencement of an Insolvency or Liquidation Proceeding, accrue) after thecommencement of an Insolvency or Liquidation Proceeding in accordance with and at the ratespecified in the Credit Agreement whether or not the claim for such interest is allowed as aclaim in such Insolvency or Liquidation Proceeding. To the extent any payment with respectto the Lender Claims (whether by or on behalf of any Obligor, as proceeds of security,enforcement of any right of setoff or otherwise) is declared to be fraudulent orpreferential in any respect, set aside or required to be paid to a debtor in possession,trustee, receiver or similar Person, then the Obligations or part thereof originallyintended to be satisfied shall be deemed to be reinstated and outstanding as if such paymenthad not occurred.
     “*Lender Collateral*” means any of the assets of the Obligors, whether real, personal ormixed, on which the First Lien Creditors or any of them now or hereafter holds a Lien assecurity for any Lender Claim (regardless of the effect of the application of any lawsrelating to fraudulent transfers or conveyances).
     “*Lender Liens*” means Liens on Common Collateral or Lender Collateral in favor of theFirst Lien Collateral Agent on behalf of the First Lien Creditors created as collateralsecurity for the Lender Claims.
     “*Loan Documents*” means the Credit Agreement, the Credit Documents, and all documentsand instruments evidencing any obligation under any Future First-Lien Credit Facility, andany other related document or instrument executed or delivered pursuant to any Loan Documentor Future First-Lien Credit Facility at any time or otherwise evidencing Lender Claims, asany such document or instrument from time to time may be amended, supplemented, amended andrestated or otherwise modified from time to time; *provided*that any such modification doesnot increase the principal amount thereof beyond the limit set forth in the Indenture.
     “*Noteholder Claims*” means all indebtedness, obligations and other liabilities(contingent or otherwise) arising under or with respect to the Noteholder Documents or anyof them.
     “*Noteholder Collateral*” means any assets of CSC and its subsidiaries other thanBorrower and its subsidiaries, whether real, personal or mixed, on which the Noteholders orany of them now or hereafter holds a Lien as security for any Noteholder Claim (regardlessof the effect of the application of any laws relating to fraudulent transfers orconveyances).
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     “*Noteholder Collateral Documents*” means, collectively, the Noteholder SecurityAgreements, and any document or instrument executed and delivered pursuant to any NoteholderDocument at any time or otherwise pursuant to which a Lien is granted by an obligor underthe Indenture to secure the Noteholder Claims or under which rights or remedies with respectto any such Lien are governed, as the same may be amended, supplemented, amended andrestated or otherwise modified from time to time.
     “*Noteholder Documents*” means, collectively, the Indenture, the Senior Secured Notes,the Noteholder Collateral Documents and any other related document or instrument executedand delivered pursuant to any Noteholder Document at any time or otherwise evidencing anyNoteholder Claims, as the same may be amended, supplemented, amended and restated orotherwise modified from time to time.
     “*Noteholders*” means the Persons holding Noteholder Claims, including the trustee underthe Indenture and the Second Lien Collateral Agent, in each case, in their capacity as such.
     “*Noteholder Security Agreements*” means (i) the Security Agreement, dated as of November24, 2004 among CSC, the Guarantor and the Second Lien Collateral Agent, as collateral agentand (ii) the Pledge Agreement dated as of November 24, 2004 among CSC, the Guarantor and theSecond Lien Collateral Agent, as collateral agent, in each case as the same may be amended,supplemented, amended and restated or otherwise modified from time to time.
     “*Obligors*” means Borrower, the Guarantor and each of the Subsidiary Guarantors.
     “*Pledged Collateral*” means the certificated securities constituting Common Collateralin the possession or under the control (as defined in Section 8-106 of the UCC) of the FirstLien Collateral Agent (or its agents or bailees) in which a security interest is perfectedby such possession or control.
     “*Recovery*” shall have the meaning set forth in *Section 6.5*hereof.
     “*Required Lenders*” shall mean, with respect to any amendment or modification of theCredit Agreement or Future First-Lien Facility, or any termination or waiver of anyprovision of the Credit Agreement or Future First-Lien Facility, or any consent or departureby Borrower therefrom, those First Lien Creditors, the approval of which is required by theCredit Agreement or such Future First-Lien Facility, as the case may be, to approve suchamendment or modification, termination or waiver or consent or departure.
     “*Second Lien Collateral Agent*” shall include, in addition to the Second Lien CollateralAgent defined in the *preamble*, the then acting collateral agent under the Indenture and anysuccessor thereto exercising substantially the same rights and powers.
     “*Senior Secured Notes*” is defined in the *second recital*.
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     Section 2.*Lien Priorities*.
     2.1 *Priority.*Notwithstanding the date, manner or order of grant, attachment or perfection ofany Liens granted to the Second Lien Collateral Agent for the benefit of the Noteholders or to theNoteholders on the Common Collateral or of any Liens granted to the First Lien Creditors on theCommon Collateral and notwithstanding any provision of the UCC, or any applicable law, theavoidance or setting aside of any Lien granted to the First Lien Creditors on the CommonCollateral, or the Noteholder Documents or the Loan Documents or any other circumstance whatsoever,the Second Lien Collateral Agent, on behalf of itself and the Noteholders, hereby agrees that: (i)any Lien on the Common Collateral securing the Lender Claims now or hereafter held by the FirstLien Collateral Agent or the First Lien Creditors shall be first in priority to any Lien on theCommon Collateral securing the Noteholder Claims and (ii) any Lien on the Common Collateral now orhereafter held by the Second Lien Collateral Agent or the Noteholders regardless of how acquired,whether by grant, statute, operation of law, subrogation or otherwise, shall be second in priorityin all respects to all Liens on the Common Collateral securing the Lender Claims. All Liens on theCommon Collateral securing the Lender Claims shall be and remain first in priority to all Liens onthe Common Collateral securing the Noteholder Claims for all purposes, whether or not such LenderLiens are subordinated to any Lien securing any other obligation of the Guarantor or any of itssubsidiaries.
     2.2 *Prohibition on Contesting Liens.*Each of the Second Lien Collateral Agent, for itself andon behalf of each Noteholder, and the First Lien Collateral Agent, for itself and on behalf of eachother First Lien Creditor, agrees that it shall not (and hereby waives any right to) contest orsupport any other Person in contesting, in any proceeding (including any Insolvency or LiquidationProceeding with respect to CSC or any of its subsidiaries), the priority, validity orenforceability of a Lien held by the First Lien Creditors on the Lender Collateral or by theNoteholders on the Common Collateral, as the case may be; *provided*that nothing in this Agreementshall be construed to prevent or impair the rights of the First Lien Collateral Agent or any of theFirst Lien Creditors to enforce this Agreement, including the priority of the Liens securing theLender Claims as provided in *Sections 2.1*and *3.1*of this Agreement.
     2.3 *No New Liens.*So long as the Discharge of Lender Claims has not occurred, (a) the partieshereto agree that (i) neither the Second Lien Collateral Agent nor any Noteholder shall acquire anysecurity interest in or shall have any interest in (including following avoidance of any LenderLiens) any property, real or otherwise (other than the Common Collateral), of any of Borrower orany of its subsidiaries or any proceeds thereof and (ii) after the date hereof, if the Second LienCollateral Agent on behalf of the Noteholders, shall hold (to its actual knowledge), any Lien onany assets of Borrower or any of its subsidiaries securing the Noteholder Claims that are not alsosubject to the prior Lien of the First Lien Creditors under the Loan Documents, the Second LienCollateral Agent will notify the First Lien Collateral Agent in writing and, upon demand by theFirst Lien Collateral Agent, shall either release such Lien or assign it to the First LienCreditors as security for the Lender Claims (unless the applicable Obligor shall promptly grant asimilar Lien on such assets in favor of the First Lien Creditors and such Lien shall be prior tothe Lien of the Second Lien Collateral Agent on such assets) and (b) each of Borrower and itssubsidiaries agrees it will not grant, and the Guarantor agrees it will not permit its Subsidiariesto grant, any Lien on any of its assets in favor of the Second Lien Collateral Agent or
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the Noteholders unless Borrower or such subsidiary has granted a similar perfected prior Lienon such assets in favor of the First Lien Creditors.
     Section 3.*Enforcement*.
     3.1 *Exercise of Remedies.*
     (a) So long as the Discharge of Lender Claims has not occurred, whether or not any Insolvencyor Liquidation Proceeding has been commenced by or against CSC or any of its subsidiaries, (i) theSecond Lien Collateral Agent and the Noteholders will not exercise or seek to exercise any rightsor remedies (including by way of setoff) with respect to any Common Collateral, institute anyaction or proceeding with respect to such rights or remedies, including any action of foreclosure,or contest, protest or object to any foreclosure proceeding or action brought by the First LienCollateral Agent or any other First Lien Creditor, or any other exercise by any such party of anyrights and remedies relating to the Common Collateral under the Credit Documents or otherwise, orobject to the forbearance by the First Lien Collateral Agent or the First Lien Creditors frombringing or pursuing any foreclosure proceeding or action or any other exercise of any rights orremedies relating to the Common Collateral and (ii) the First Lien Collateral Agent and the otherFirst Lien Creditors shall have the exclusive right to enforce rights, exercise remedies (includingby way of setoff and the right to credit bid their debt), refrain from enforcing or exercisingremedies, and make determinations regarding release, disposition, or restrictions with respect tothe Common Collateral without any consultation with or the consent of the Second Lien CollateralAgent or any Noteholder, all as if the Lien of the Second Lien Collateral Agent for the benefit ofthe Noteholders on the Common Collateral under the Noteholder Collateral Documents did not exist;*provided*that (A) in any Insolvency or Liquidation Proceeding commenced by or against theGuarantor, the Second Lien Collateral Agent or any Noteholder may file a claim or statement ofinterest with respect to the Noteholder Claims, (B) the Second Lien Collateral Agent or anyNoteholder may take any action not adverse to the Liens on the Common Collateral securing theLender Claims in order to establish, preserve, perfect or protect its rights in the CommonCollateral, (C) the Second Lien Collateral Agent or any Noteholder shall be entitled to file anypleadings, objections, motions or agreements which assert rights or interests available tounsecured creditors of the Guarantor arising under either the Bankruptcy Code or applicablenon-bankruptcy law, in each case not otherwise in contravention of the terms of this Agreement and(D) the Second Lien Collateral Agent or any Noteholder shall be entitled to file any proof of claimand other filings and make any arguments and motions in order to preserve or protect its Lien onthe Common Collateral that are, in each case, not otherwise in contravention of the terms of thisAgreement, with respect to the Indenture and the Common Collateral. In exercising rights andremedies with respect to the Common Collateral, the First Lien Collateral Agent or any other FirstLien Creditors may enforce the provisions of the Loan Documents and exercise remedies thereunder,all in such order and in such manner as it may determine in the exercise of its sole discretion.Such exercise and enforcement shall include the rights of an agent appointed by the First LienCollateral Agent and the other First Lien Creditors to sell or otherwise dispose of CommonCollateral upon foreclosure, to incur expenses in connection with such sale or disposition, and toexercise all the rights and remedies of a secured party under the UCC of any applicablejurisdiction and of a secured creditor under bankruptcy or similar laws of any applicablejurisdiction.
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     (b) The Second Lien Collateral Agent, for itself and on behalf of the Noteholders, agrees thatneither the Second Lien Collateral Agent nor the Noteholders will take any action that would hinderor cause to delay any exercise of remedies undertaken by the First Lien Collateral Agent or anyother First Lien Creditor under the Loan Documents as secured parties in respect of any CommonCollateral, including any sale, lease, exchange, transfer or other disposition of the CommonCollateral, whether by foreclosure or otherwise. The Second Lien Collateral Agent, for itself andon behalf of the Noteholders, hereby waives any and all rights it or the Noteholders may have as ajunior lien creditor or otherwise (whether arising under the UCC or any other law) to object to themanner in which the First Lien Collateral Agent or the other First Lien Creditors seek to enforcethe Liens granted on any of the Lender Collateral.
     (c) The Second Lien Collateral Agent hereby acknowledges and agrees that no covenant,agreement or restriction contained in the Noteholder Documents shall restrict in any way the rightsand remedies of the First Lien Collateral Agent or the First Lien Creditors with respect to theCommon Collateral as set forth in this Agreement and the Loan Documents.
     3.2 *Cooperation.*Subject to the proviso in *clause (a)(ii)*of *Section 3.1*, the Second LienCollateral Agent, on behalf of itself and the Noteholders, agrees that, unless and until theDischarge of Lender Claims has occurred, it will not commence, or join with any Person (other thanthe First Lien Creditors upon the request thereof) in commencing, any enforcement, collection,execution, levy or foreclosure action or proceeding with respect to any Lien held by it under anyof the Noteholder Documents with respect to the Common Collateral.
     Section 4.*Payments*.
     4.1 *Application of Proceeds.*So long as the Discharge of Lender Claims has not occurred, thecash proceeds of Common Collateral received in connection with the sale, transfer or otherdisposition of such Common Collateral upon the exercise of remedies shall be applied by the FirstLien Collateral Agent to the Lender Claims in such order as specified in the Credit Agreement untilthe Discharge of Lender Claims has occurred. Upon the Discharge of Lender Claims, the First LienCollateral Agent shall deliver to the Second Lien Collateral Agent (for turnover to the trusteeunder the Indenture for application in such order as specified in the Indenture and the otherapplicable Noteholder Documents) any proceeds of Common Collateral held by it in the same form asreceived, with any necessary endorsements or as a court of competent jurisdiction may otherwisedirect.
     4.2 The Second Lien Collateral Agent, on behalf of itself and the Noteholders, agrees that itwill not, in connection with the exercise of any right or remedy (including by way of setoff) withrespect to any Common Collateral, take or receive any Common Collateral or any proceeds of CommonCollateral unless and until the Discharge of Lender Claims has occurred. In the event any CommonCollateral or proceeds thereof are received by the Second Lien Collateral Agent in violation ofthis Agreement, such Common Collateral and/or proceeds shall be segregated and held in trust forthe benefit of the First Lien Creditors in the same form as received, and shall not be applied tothe satisfaction of any Noteholder Claims. Without limiting the generality of the foregoing,unless and until the Discharge of Lender Claims has occurred, except as expressly provided in theproviso in *clause (a)(ii)*of *Section 3.1*, the sole right of the Second Lien Collateral Agent andthe Noteholders as secured parties with respect to the Common Collateral
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is to hold a perfected Lien on the Common Collateral pursuant to the NoteholderDocuments for the period and to the extent granted therein and to receive a share of the proceedsthereof, if any, after the Discharge of Lender Claims has occurred.
     4.3 Each Obligor agrees that it will not, in connection with the exercise of any right orremedy with respect to any Common Collateral by the Second Lien Collateral Agent or theNoteholders, transfer, deliver or pay, as applicable, to the Second Lien Collateral Agent or anyNoteholder any Common Collateral or any proceeds of Common Collateral unless and until theDischarge of Lender Claims has occurred.
     Section 5.*Other Agreements.*
     5.1 *Releases*.
     (a) If, in connection with:
     (i) the exercise of any of the First Lien Collateral Agent’s remedies in respect ofCommon Collateral provided for in *Section 3.1*, including any sale, lease, exchange, transferor other disposition (collectively, a “*Disposition”*) of any such Common Collateral; or
     (ii) a Disposition of any Common Collateral permitted under the terms of the CreditDocuments (whether or not an event of default thereunder, and as defined therein, hasoccurred and is occurring),
the First Lien Collateral Agent, for itself and on behalf of any of the First Lien Creditors,releases any of its Liens on any part of the Common Collateral, in each case other than inconnection with a Disposition under clause (ii) above only, if such Disposition would result in anevent of default under the Noteholder Documents, then the Liens, if any, of the Second LienCollateral Agent, for itself or for the benefit of the Noteholders, on such Common Collateral shallbe automatically, unconditionally and simultaneously released and the Second Lien Collateral Agent,for itself or on behalf of any such Noteholder, promptly shall execute and deliver to the FirstLien Collateral Agent such termination statements, releases and other documents as the First LienCollateral Agent may request and provide to it to effectively confirm such release.
     (b) The Second Lien Collateral Agent, on behalf of the Noteholders, shall promptly, at therequest of the First Lien Collateral Agent or any officer or agent of the First Lien CollateralAgent, from time to time in the First Lien Collateral Agent’s discretion, for the purpose ofcarrying out the terms of this *Section 5.1*, take any and all appropriate action and to execute anyand all releases, documents and instruments provided to it by the First Lien Collateral Agent whichmay be necessary or desirable to accomplish the purposes of this *Section 5.1*, including anyfinancing statements, mortgage releases, intellectual property releases, endorsements or otherinstruments of transfer or release.
     5.2 *Insurance.*Unless and until the Discharge of Lender Claims has occurred, the First LienCollateral Agent and the other First Lien Creditors shall have the sole and exclusive right,subject to the rights of the Obligors under the Loan Documents, to adjust settlement for
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any insurance policy covering the Common Collateral in the event of any loss thereunder.Unless and until the Discharge of Lender Claims has occurred (and whether or not the Revolving LoanMaturity Date has occurred), all proceeds of any such policy and any such award if in respect ofthe Common Collateral shall be paid to the First Lien Collateral Agent for the benefit of the FirstLien Creditors to the extent required under the Credit Agreement and thereafter to the Second LienCollateral Agent for the benefit of the Noteholders to the extent required under the applicableNoteholder Documents and then to the owner of the subject property or as a court of competentjurisdiction may otherwise direct.
     5.3 *Amendments to Noteholder Collateral Documents*.
     (a) Unless and until the Discharge of Lender Claims has occurred, without the prior writtenconsent of the First Lien Collateral Agent and the Required Lenders, no Noteholder CollateralDocument may be amended, supplemented or otherwise modified or entered into to the extent suchamendment, supplement or modification, or the terms of any new Noteholder Collateral Document,would be inconsistent in any material respect with any of the terms of this Agreement or the LoanDocuments. The Second Lien Collateral Agent agrees that each Noteholder Collateral Documentrelated to the Common Collateral shall include substantially the following language:
“Notwithstanding anything herein to the contrary, the lien and security interestgranted to the Second Lien Collateral Agent pursuant to this Agreement and theexercise of any right or remedy by the Second Lien Collateral Agent hereunder aresubject to the provisions of the Intercreditor Agreement, dated as of November 24,2004 (as amended, supplemented, amended and restated or otherwise modified from timeto time, the “Intercreditor Agreement”), among Deutsche Bank Trust Company Americas,as First Lien Collateral Agent, The Bank of New York as Second Lien CollateralAgent, and Coinmach Laundry Corporation. In the event of any conflict between theterms of the Intercreditor Agreement and this Agreement, the terms of theIntercreditor Agreement shall govern.”
     (b) In the event the First Lien Collateral Agent enters into any amendment, waiver or consentin respect of any of the Security Documents related to the Common Collateral for the purpose ofadding to, or deleting from, or waiving or consenting to any departures from any provisions of, anySecurity Document or changing in any manner the rights of the First Lien Collateral Agent, theFirst Lien Creditors or the Guarantor thereunder, then such amendment, waiver or consent shallapply automatically to any comparable provision of the Comparable Noteholder Collateral Documentwithout the consent of the Second Lien Collateral Agent or the Noteholders and without any actionby the Second Lien Collateral Agent, CSC or any of its subsidiaries; *provided*that (A) no suchamendment, waiver or consent shall have the effect of removing assets subject to the Lien of theNoteholder Collateral Documents, except to the extent that a release of such Lien is permitted by*Section 5.1*, (B) any such amendment, waiver or consent that materially and adversely affects therights of the Second Lien Collateral Agent and the Noteholders (and not the holders of the LenderLiens in a like or similar manner) shall not apply to the Noteholder Collateral Documents withoutthe consent of the Second Lien Collateral Agent (acting at the direction of the holders of therequsite aggregate principal amount of the applicable Noteholder Claims, determined in accordancewith the Indenture) and (C) notice of such amendment,
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waiver or consent shall have been given to the Second Lien Collateral Agent; *provided*,*further*, that (x) nothing contained in this *clause (b)*shall impair the rights of the First LienCollateral Agent and the holders of Lender Claims, or the obligations and agreements of the SecondLien Collateral Agent and Noteholders, under *Sections 3*and *5.1*hereof and (y) the SecurityDocuments and Noteholder Collateral Documents may, without the consent of the Second LienCollateral Agent or the Noteholders, be amended or modified pursuant to this *Section 5.3(b)*tosecure additional extensions of credit and add additional First Lien Creditors as long as suchamendments or modifications do not violate the express provisions of the Indenture.
     5.4 *Bailee for Perfection*.
     (a) Solely for the purpose of perfecting the security interest granted in the PledgedCollateral pursuant to the Noteholder Collateral Documents, and subject to the terms and conditionsof this *Section 5.4*, the First Lien Collateral Agent agrees to hold and acknowledges that it holdsthe Pledged Collateral that is part of the Common Collateral in its possession or control (or inthe possession or control of its agents or bailees) as bailee for the Second Lien Collateral Agentand any assignee.
     (b) The rights of the Second Lien Collateral Agent shall at all times be subject to the termsof this Agreement and to the First Lien Collateral Agent’s rights under the Credit Documents.
     (c) The First Lien Collateral Agent shall have no obligation whatsoever to the Second LienCollateral Agent or any Noteholder to assure that the Pledged Collateral is genuine or owned by theGuarantor or to preserve rights or benefits of any Person except as expressly set forth in this*Section 5.4*. The duties or responsibilities of the First Lien Collateral Agent under this *Section5.4*shall be limited solely to holding the Pledged Collateral as bailee for the Second LienCollateral Agent for purposes of perfecting the Lien held by the Second Lien Collateral Agent.
     (d) Neither the First Lien Collateral Agent nor the Second Lien Collateral Agent shall have,by reason of the Noteholder Collateral Documents or this Agreement or any other document afiduciary relationship in respect of the other. The First Lien Collateral Agent shall not have, byreason of the Noteholder Collateral Documents or this Agreement or any other document, a fiduciaryrelationship in respect of any Noteholder. The Second Lien Collateral Agent shall not have, byreason of the Noteholder Collateral Documents or this Agreement or any other document a fiduciaryrelationship in respect of the Lenders, in their capacity as such.
     (e) Upon the Discharge of Lender Claims, the First Lien Collateral Agent shall deliver to theSecond Lien Collateral Agent, at the sole cost and expense of the Guarantor, the Pledged Collateralin its possession or control together with any necessary endorsements (or otherwise allow theSecond Lien Collateral Agent to obtain possession or control of such Pledged Collateral) to theextent required by the Noteholder Documents or as a court of competent jurisdiction may otherwisedirect.
     5.5 *When Discharge of Lender Claims Deemed to Not Have Occurred.*If at any time after theDischarge of Lender Claims has occurred Borrower designates any Future First-Lien
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Credit Facility to be the “Credit Agreement” hereunder, then such Discharge of Lender Claimsshall automatically be deemed not to have occurred for all purposes of this Agreement (other thanwith respect to any actions taken prior to the date of such designation as a result of theoccurrence of such first Discharge of Lender Claims), and such Future First-Lien Credit Facilityshall automatically be treated as the Credit Agreement for all purposes of this Agreement,including without limitation for purposes of the Lien priorities and rights in respect of CommonCollateral set forth herein. Upon receipt of notice of such designation (including the identity ofthe new First Lien Collateral Agent), the Second Lien Collateral Agent shall promptly deliver atthe Guarantor’s sole cost to the First Lien Collateral Agent the Pledged Collateral in itspossession or control, together with any necessary endorsements (or otherwise allow such First LienCollateral Agent to obtain possession or control of such Pledged Collateral). If the Obligationsunder a Future First-Lien Credit Facility are secured by the Common Collateral that do not alsosecure the Noteholder Claims, then the Noteholder Claims shall be secured at such time by a secondpriority Lien on such assets to the same extent provided in the Noteholder Collateral Documents.
     5.6 *Rights as Unsecured Creditors*. Except as otherwise set forth in *Section 2.1*, the SecondLien Collateral Agent and the Noteholders may exercise rights and remedies as unsecured creditorsagainst CSC or any subsidiary of CSC in accordance with the terms of the Noteholder Documents andapplicable law. Except as otherwise set forth in *Section 2.1*of this Agreement, but subject to theterms of the Loan Documents, nothing in this Agreement shall prohibit the receipt by the SecondLien Collateral Agent or any Noteholder of the required payments of interest and principal so longas such receipt is not the direct or indirect result of the exercise by the Second Lien CollateralAgent or any Noteholder of rights or remedies as a secured creditor (including setoff) orenforcement in contravention of this Agreement of any Lien with respect to the Common Collateralheld by any of them and such receipt is not proceeds of any Lender Collateral. Nothing in thisAgreement impairs or otherwise adversely affects any rights or remedies the First Lien CollateralAgent or the First Lien Creditors may have with respect to the Lender Collateral.
     Section 6.*Insolvency or Liquidation Proceedings*.
     6.1 *Financing Issues.*If the Guarantor or any of its subsidiaries shall be subject to anyInsolvency or Liquidation Proceeding and the First Lien Collateral Agent shall desire to permit theuse of cash collateral or to permit Borrower to obtain financing under section 363 or section 364of the Bankruptcy Code (“*DIP Financing*”), then the Second Lien Collateral Agent, on behalf ofitself and the Noteholders, agrees that it will raise no objection to such use or DIP Financing andwill not request adequate protection or any other relief in connection therewith (except to theextent permitted by *Section 6.3*) and, to the extent the Lender Liens are junior in priority or paripassu with such DIP Financing, will maintain the priority of its Liens in the Common Collateral asjunior in priority to such Lender Liens on the same basis as the other Liens securing theNoteholder Claims are second in priority to Lender Claims under this Agreement.
     6.2 *Relief from the Automatic Stay.*While any Lender Claims are outstanding under the LoanDocuments or any commitment under any DIP Financing provided by any First Lien Creditor is ineffect, the Second Lien Collateral Agent, on behalf of itself and the Noteholders,
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agrees that none of them shall seek relief from the automatic stay or any other stay in anyInsolvency or Liquidation Proceeding with respect to the Guarantor or any of its subsidiaries inrespect of the Lender Collateral, without the prior written consent of the First Lien CollateralAgent and the Required Lenders.
     6.3 *Adequate Protection.*The Second Lien Collateral Agent, on behalf of itself and theNoteholders, agrees that none of them shall contest (or support any other Person contesting) (a)any request by the First Lien Collateral Agent or the other First Lien Creditors for adequateprotection or (b) any objection by the First Lien Collateral Agent or the other First LienCreditors to any motion, relief, action or proceeding which objection is based on the First LienCollateral Agent or the other First Lien Creditors claiming a lack of adequate protection.Notwithstanding the foregoing contained in this *Section 6.3*, in any Insolvency or LiquidationProceeding with respect to CSC or any of its subsidiaries, in the event the Second Lien CollateralAgent, on behalf of itself and the Noteholders, seeks or requests adequate protection and suchadequate protection is granted in the form of additional collateral that would constitutecollateral under the Loan Documents, then the Second Lien Collateral Agent, on behalf of itself orany of the Noteholders, agrees that the First Lien Creditors shall also be granted a Lien on suchadditional collateral as security for the Lender Claims and any such DIP Financing and that anyLien on such additional collateral securing the Noteholder Claims shall be junior in priority tothe Liens on such collateral securing the Lender Claims and any such DIP Financing (and allObligations relating thereto) and any other Liens granted to the First Lien Creditors as adequateprotection on the same basis as the other Liens securing the Noteholder Claims are junior inpriority to such Lender Claims under this Agreement.
     6.4 *No Waiver; Voting Rights.*Nothing contained herein shall prohibit or in any way limit theFirst Lien Collateral Agent or any other First Lien Creditor from objecting in any Insolvency orLiquidation Proceeding with respect to CSC or any of its subsidiaries involving or attempting toinvolve any Lender Collateral or otherwise to any action taken by the Second Lien Collateral Agentor any of the Noteholders, including the seeking by the Second Lien Collateral Agent or anyNoteholder of adequate protection or the asserting by the Second Lien Collateral Agent or anyNoteholder of any of its rights and remedies under the Noteholder Documents or otherwise. In anyInsolvency or Liquidation Proceeding with respect to CSC or any of its subsidiaries that involvesone or more Obligor or any Lender Collateral, neither the Second Lien Collateral Agent nor anyNoteholder shall vote any Noteholder Claim for any plan of reorganization of CSC or any of itssubsidiaries unless (i) such plan provides for the payment in full in cash of all Lender Claims onthe effective date of such plan of reorganization, (ii) such plan provides for treatment of theLender Claims in a manner that would result in such Lender Claims having relative lien (or, if theobligations, property or assets to be distributed in respect of the Lender Claims under such planare unsecured, other) priority over the Noteholder Claims to at least the same extent as if suchobligations, property or assets were secured by Liens and subject to *Section 6.6*, whether or notsuch obligations, property or assets are, in fact, secured by any such Liens, or (iii) the planotherwise provides treatment of the Lender Claims in a manner approved by the First Lien CollateralAgent and the Required Lenders.
     6.5 *Preference Issues.*If any First Lien Creditor is required in any Insolvency orLiquidation Proceeding with respect to CSC or any of its subsidiaries or otherwise to turn over or
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otherwise pay to the estate of any Obligor any amount as a preference (a “*Recovery*”), thensuch First Lien Creditor shall be entitled to a reinstatement of Lender Claims with respect to allsuch recovered amounts. If this Agreement shall have been terminated prior to such Recovery, thisAgreement shall be reinstated in full force and effect, and such prior termination shall notdiminish, release, discharge, impair or otherwise affect the obligations of the parties hereto fromsuch date of reinstatement.
     6.6 *Reorganization Securities.*If, in any Liquidation or Insolvency Proceeding with respectto CSC or any of its subsidiaries, debt obligations of the reorganized debtor secured by Liens uponany property of the reorganized debtor are distributed, pursuant to a plan of reorganization orsimilar dispositive restructuring plan, both on account of Lender Claims and on account ofNoteholder Claims, then, to the extent the debt obligations distributed on account of the LenderClaims and on account of the Noteholder Claims are secured by Liens upon the same property, theprovisions of this Agreement will survive the distribution of such debt obligations pursuant tosuch plan and will apply with like effect to the Liens securing such debt obligations.
     6.7 *Expense Claims.*Neither the Second Lien Collateral Agent nor any Noteholder will assertor enforce, at any time prior to the Discharge of Lender Claims, any claim under §506(c) of theBankruptcy Code senior to or on a parity with the Lender Liens for costs or expenses of preservingor disposing of any Lender Collateral.
     6.8 *Post-Petition Claims*.
     (a) Neither the Second Lien Collateral Agent nor any Noteholder shall oppose or seek tochallenge any claim by the First Lien Collateral Agent or any other First Lien Creditor forallowance in any Insolvency or Liquidation Proceeding with respect to the Guarantor or any of itssubsidiaries of Lender Claims consisting of post-petition interest, fees or expenses to the extentof the value of the Lender Lien, without regard to the existence of the Lien of the Second LienCollateral Agent on behalf of the Noteholders on the Common Collateral.
     (b) Neither the First Lien Collateral Agent nor any other First Lien Creditor shall oppose orseek to challenge any claim by the Second Lien Collateral Agent or any Noteholder for allowance inany Insolvency or Liquidation Proceeding with respect to CSC or any of its subsidiaries ofNoteholder Claims consisting of post-petition interest, fees or expenses to the extent of the valueof the Lien of the Second Lien Collateral Agent on behalf of the Noteholders on the NoteholderCollateral (after taking into account the Lender Liens).
     6.9 *Waiver*. The Second Lien Collateral Agent, for itself and on behalf of the Noteholders,waives any claim it may hereafter have against the First Lien Collateral Agent or any First LienCreditor arising out of the election of any First Lien Creditor of the application of section1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral or financing arrangement orout of any grant of a security interest in connection with the Common Collateral in any Insolvencyor Liquidation Proceeding with respect to CSC or any of its subsidiaries.
     6.10 *Nature of Obligations; Post-Petition Interest*. The Second Lien Collateral Agent, onbehalf of itself and the Noteholders, hereby acknowledges and agrees that (i) the Noteholders’claims against the Guarantor in respect of the Common Collateral constitute junior claims separate
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 and apart (and of a different class) from the senior claims of the First Lien Creditorsagainst the Guarantor in respect of the Common Collateral and (ii) the Lender Claims include allinterest that accrues after the commencement of any case, proceeding or other action relating tothe bankruptcy, insolvency, receivership, reorganization or similar proceeding of any Obligor atthe rate provided for in the applicable Loan Documents governing the same, whether or not a claimfor post-petition interest is allowed or allowable in any such case, proceeding or other action.To further effectuate the intent of the parties as provided in the immediately preceding sentence,if it is held that the claims against the Guarantor in respect of the Common Collateral constituteonly one secured claim (rather than separate classes of senior and junior claims), then the SecondLien Collateral Agent, on behalf of the Noteholders, and each of the Noteholders hereby acknowledgeand agree that all distributions pursuant to *Section 4.1*or otherwise shall be made as if therewere separate classes of senior and junior secured claims against the Guarantor in respect of theCommon Collateral (with the effect being that, to the extent that the aggregate value of the CommonCollateral is sufficient (for this purpose ignoring all claims held by the Second Lien CollateralAgent on behalf of the Noteholders), the First Lien Creditors shall be entitled to receive, inaddition to amounts distributed to them in respect of principal, pre-petition interest and otherclaims, all amounts owing in respect of post-petition interest at the relevant contract rate (eventhough such claims may or may not be allowed in whole or in part in the respective bankruptcy,insolvency, reorganization, receivership or similar proceeding) before any distribution is made inrespect of the claims held by the Second Lien Collateral Agent, on behalf of the Noteholders, withthe Second Lien Collateral Agent and each of the Noteholders hereby acknowledging and agreeing toturn over to the First Lien Collateral Agent for the benefit of holders of the Lender Claims allamounts otherwise received or receivable by them to the extent needed to effectuate the intent ofthis sentence even if such turnover of amounts has the effect of reducing the amount of the claimof the Noteholders).
     6.11 *Proofs of Claim*. Subject to the limitations set forth in this Agreement, the First LienCollateral Agent may file proofs of claim and other pleadings and motions with respect to anyLender Claims, the Indenture or the Common Collateral in any Insolvency or Liquidation Proceedingwith respect to CSC or any of its subsidiaries. If a proper proof of claim has not been filed inthe form required in such Insolvency or Liquidation Proceeding at least ten (10) days prior to theexpiration of the time for filing thereof, the First Lien Collateral Agent shall have the right(but not the duty) to file an appropriate claim for and on behalf of the Noteholders with respectto the Indenture or any of the Common Collateral; *provided*that the First Lien Collateral Agentshall have provided written notice of its intent to file a proof of claim on behalf of theNoteholders to the Second Lien Collateral Agent at least the lesser of (x) three (3) days and (y)the number of days remaining in the ten (10) day period described in this sentence, in each casebefore so filing. In furtherance of the foregoing, the Second Lien Collateral Agent hereby agreesupon request of the First Lien Collateral Agent, to promptly execute and deliver any document orinstrument provided to it that the First Lien Collateral Agent is required or permitted to deliverpursuant to this *Section 6.11*.
Section 7. *Reliance; Waivers; etc.*
     7.1 *Reliance.*The consent by the First Lien Creditors to the execution and delivery of theNoteholder Documents and the grant to the Second Lien Collateral Agent, on behalf of the
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Noteholders, of a Lien on the Common Collateral and all loans and other extensions of creditmade or deemed made on and after the date hereof by the First Lien Creditors to the Obligors shallbe deemed to have been given and made in reliance upon this Agreement. The Second Lien CollateralAgent, on behalf of itself and the Noteholders, acknowledges that it and the Noteholders have,independently and without reliance on the First Lien Collateral Agent or any other First LienCreditor, and based on documents and information deemed by them appropriate, made their own creditanalysis and decision to enter into the Indenture, this Agreement and the transactions contemplatedhereby and thereby and they will continue to make their own credit decision in taking or not takingany action under the Indenture or this Agreement.
     7.2 *No Warranties or Liability.*The Second Lien Collateral Agent, on behalf of itself andNoteholders, acknowledges and agrees that each of the First Lien Collateral Agent and the otherFirst Lien Creditors has made no express or implied representation or warranty, including withrespect to the execution, validity, legality, completeness, collectibility or enforceability of anyof the Loan Documents. The First Lien Creditors will be entitled to manage and supervise theirrespective loans and extensions of credit to Borrower in accordance with law and as they mayotherwise, in their sole discretion, deem appropriate, and the First Lien Creditors may managetheir loans and extensions of credit without regard to any rights or interests that the Second LienCollateral Agent or any of the Noteholders have in the Common Collateral or otherwise, except asotherwise provided in this Agreement. Neither the First Lien Collateral Agent nor any First LienCreditor shall have any duty to the Second Lien Collateral Agent or any of the Noteholders to actor refrain from acting in a manner which allows, or results in, the occurrence or continuance of anevent of default or default under any agreements with CSC or any of its subsidiaries (including theNoteholder Documents), regardless of any knowledge thereof which the First Lien Collateral Agent orany First Lien Creditor may have or be charged with.
7.3 *No Waiver of Lien Priorities.*
     (a) To the fullest extent permitted under applicable law, no right of the First LienCreditors, the First Lien Collateral Agent or any of them to enforce any provision of thisAgreement shall at any time in any way be prejudiced or impaired by any act or failure to act onthe part of CSC or any of its subsidiaries or by any act or failure to act by any First LienCreditor, or by any noncompliance by any Person with the terms, provisions and covenants of thisAgreement, any of the Loan Documents or any of the Noteholder Documents, regardless of anyknowledge thereof which the First Lien Collateral Agent or the other First Lien Creditors, or anyof them, may have or be otherwise charged with;
     (b) Without in any way limiting the generality of the foregoing paragraph (but subject to therights of the Obligors under the Loan Documents), the First Lien Creditors and any of them may, tothe fullest extent permitted under applicable law, at any time and from time to time, without theconsent of, or notice to, the Second Lien Collateral Agent or any Noteholder, without incurring anyliabilities to the Second Lien Collateral Agent or any Noteholder and without impairing orreleasing the lien priorities and other benefits provided in this Agreement (even if any right ofsubrogation or other right or remedy of the Second Lien Collateral Agent or any Noteholder isaffected, impaired or extinguished thereby) do any one or more of the following:
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     (i) make loans and advances to any Obligor or issue, guaranty or obtain letters ofcredit for the account of any Obligor or otherwise extend credit to any Obligor, in anyamount (subject to the limits set forth in the Indenture) and on any terms, whether pursuantto a commitment or as a discretionary advance (subject to the limits set forth in theIndenture) and whether or not any default or event of default or failure of condition isthen continuing;
     (ii) change the manner, place or terms of payment or change or extend the time ofpayment of, or renew, exchange, amend, increase (subject to the limits set forth in theIndenture) or alter the terms of, any of the Lender Claims or any Lien on any LenderCollateral (including, without limitation, the Common Collateral) or guaranty thereof or anyliability of the Obligors, or any liability incurred directly or indirectly in respectthereof (including any increase in (subject to the limits set forth in the Indenture) orextension) of the Lender Claims, without any restriction as to the amount, tenor or terms ofany such increase (subject to the limits set forth in the Indenture) or extension orotherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens heldby the First Lien Creditors, the Lender Claims or any of the Loan Documents;
     (iii) subject, in the case of Pledged Collateral, to *Section 5.4*, sell, exchange,release, surrender, realize upon, enforce or otherwise deal with in any manner and in anyorder any part of the Lender Collateral or any liability of any Obligor to the First LienCreditors, or any liability incurred directly or indirectly in respect thereof;
     (iv) settle or compromise any Lender Claim or any other liability of any Obligor or anysecurity therefor or any liability incurred directly or indirectly in respect thereof andapply any sums by whomsoever paid and however realized to any liability (including theLender Claims) in any manner or order;
     (v) exercise or delay in or refrain from exercising any right or remedy against anyObligor or any security or any other Person, elect any remedy and otherwise deal freely withthe Obligors and the Lender Collateral and any security or any liability of any Obligor tothe First Lien Creditors or any liability incurred directly or indirectly in respectthereof;
     (vi) release or discharge any Lender Claims or any guaranty thereof or any agreement orobligation of any Obligor or any other person or entity with respect thereto;
     (vii) take or fail to take any Lender Lien or any other collateral security for anyLender Claims or take or fail to take any action which may be necessary or appropriate toensure that any Lender Lien or any other Lien upon any property is duly enforceable orperfected or entitled to priority as against any other Lien or to ensure that any proceedsof any property subject to any Lien are applied to the payment of any Lender Claim or anyother obligation secured thereby; or
     (viii) release, discharge or permit the lapse of any or all Lender Liens or any otherLiens upon any property at any time securing any Lender Claims;
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     (c) The Second Lien Collateral Agent, on behalf of itself and the Noteholders, also agrees, tothe fullest extent permitted under applicable law, that no First Lien Creditor shall have anyliability to the Second Lien Collateral Agent or any Noteholder, and the Second Lien CollateralAgent, on behalf of itself and the Noteholders, to the fullest extent permitted under applicablelaw, hereby waives any claim against any First Lien Creditor, arising out of any and all actionswhich such First Lien Creditor may take or permit or omit to take with respect to: (i) the LoanDocuments, (ii) the collection of the Lender Claims or (iii) the foreclosure upon, or sale,liquidation or other disposition of, the Lender Collateral. The Second Lien Collateral Agent, onbehalf of itself and the Noteholders, agrees that neither the First Lien Collateral Agent nor anyother First Lien Creditor shall have any duty to them, express or implied, fiduciary or otherwise,in respect of the maintenance or preservation of the Lender Collateral, the Lender Claims orotherwise; and
     (d) The Second Lien Collateral Agent, on behalf of itself and the Noteholders, agrees not toassert and hereby waives, to the fullest extent permitted by law, any right to demand, request,plead or otherwise assert, or otherwise claim the benefit of, any marshalling, appraisal, valuationor other similar right that may otherwise be available under applicable law or any other similarrights a junior secured creditor may have under applicable law.
     7.4 *Obligations Unconditional.*All rights, interests, agreements and obligations of the FirstLien Collateral Agent and the other First Lien Creditors and the Second Lien Collateral Agent andthe Noteholders, respectively, hereunder shall remain in full force and effect irrespective of:
     (a) any lack of validity or enforceability of any Loan Documents or any NoteholderDocuments or any setting aside or avoidance of any Lender Lien;
     (b) any change in the time, manner or place of payment of, or in any other terms of,all or any of the Lender Claims or Noteholder Claims, or any amendment or waiver or othermodification, including any increase in the amount thereof, whether by course of conduct orotherwise, of the terms of the Credit Agreement or any other Credit Document or of the termsof the Indenture or any other Noteholder Document;
     (c) any exchange of any security interest in any Common Collateral or any othercollateral, or any amendment, waiver or other modification, whether in writing or by courseof conduct or otherwise, of all or any of the Lender Claims or Noteholder Claims or anyguarantee thereof;
     (d) the commencement of any Insolvency or Liquidation Proceeding in respect of CSC orany of its subsidiaries; or
     (e) any other circumstances which otherwise might constitute a defense available to, ora discharge of, any Obligor in respect of the Lender Claims, or of the Second LienCollateral Agent, any Noteholder, the First Lien Collateral Agent or any other First LienCreditor in respect of this Agreement.
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     Section 8.*Miscellaneous*.
     8.1 *Conflicts.*In the event of any conflict between the provisions of this Agreement and theprovisions of the Loan Documents or the Noteholder Documents, the provisions of this Agreementshall govern.
     8.2 *Continuing Nature of This Agreement.*This Agreement shall continue to be effective untilthe Discharge of Lender Claims shall have occurred. This is a continuing agreement of lienpriority. The Second Lien Collateral Agent, on behalf of itself and the Noteholders, hereby waivesany right it may have under applicable law to revoke this Agreement or any of the provisions ofthis Agreement. The terms of this Agreement shall survive, and shall continue in full force andeffect, in any Insolvency or Liquidation Proceeding with respect to CSC or any of its subsidiaries.
     8.3 *Amendments; Waivers.*No amendment, modification or waiver of any of the provisions ofthis Agreement shall be deemed to be made unless the same shall be in writing signed by the SecondLien Collateral Agent, the First Lien Collateral Agent and the Guarantor and each waiver, if any,shall be a waiver only with respect to the specific instance involved and shall in no way impairthe rights of the parties making such waiver or the obligations of the other parties to such partyin any other respect or at any other time.
     8.4 *Information Concerning Financial Condition of CSC and Its Subsidiaries.*The First LienCollateral Agent and the other First Lien Creditors, on the one hand, and the Second LienCollateral Agent and the Noteholders, on the other hand, shall each be responsible for keepingthemselves informed of (a) the financial condition of CSC and its subsidiaries, the Guarantor, andall endorsers and/or guarantors of the Noteholder Claims or the Lender Claims and (b) all othercircumstances bearing upon the risk of nonpayment of the Noteholder Claims or the Lender Claims.Neither the First Lien Collateral Agent nor any other First Lien Creditors shall have any duty toadvise the Second Lien Collateral Agent or any Noteholder of information known to it or themregarding such condition or any such circumstances or otherwise. In the event the First LienCollateral Agent or any of the other First Lien Creditors, in its or their sole discretion,undertakes at any time or from time to time to provide any such information to the Second LienCollateral Agent or any Noteholder, it or they shall be under no obligation (x) to provide anyadditional information or to provide any such information on any subsequent occasion, (y) toundertake any investigation or (z) to disclose any information which, pursuant to accepted orreasonable commercial finance practices, such party wishes to maintain confidential.
     8.5 *Successor Second Lien Collateral Agent.*Each successor Second Lien Collateral Agent underthe Indenture shall execute and deliver a counterpart of and become a party to this Agreement, andno replacement or resignation of the Second Lien Collateral Agent shall be effective until itssuccessor shall have executed and delivered a counterpart of this Agreement.
     8.6 *Application of Payments.*All payments received by the First Lien Creditors may beapplied, reversed and reapplied, in whole or in part, to such part of the Lender Claims as theFirst Lien Creditors, in their sole discretion, deem appropriate. The Second Lien CollateralAgent, on behalf of itself and the Noteholders, assents to any extension or postponement of thetime of payment of the Lender Claims or any part thereof and to any other indulgence with respect
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 thereto, to any substitution, exchange or release of any security which may at any timesecure any part of the Lender Claims and to the addition or release of any other Person primarilyor secondarily liable therefor.
     8.7 *Governing Law; Submission to Jurisdiction; Venue*.
     (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUEDIN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION ORPROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OROF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK. BY EXECUTION AND DELIVERY OF THISAGREEMENT, EACH OF THE GUARANTOR, THE FIRST LIEN COLLATERAL AGENT ON BEHALF OF ITSELF AND THE OTHERFIRST LIEN CREDITORS AND THE SECOND LIEN COLLATERAL AGENT ON BEHALF OF ITSELF AND THE NOTEHOLDERS,HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY OR INTERESTS IN PROPERTY,GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE GUARANTOR,THE FIRST LIEN COLLATERAL AGENT ON BEHALF OF ITSELF AND THE OTHER FIRST LIEN CREDITORS AND THESECOND LIEN COLLATERAL AGENT ON BEHALF OF ITSELF AND THE NOTEHOLDERS, FURTHER IRREVOCABLY CONSENTSTO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDINGBY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY PARTY TOTHIS AGREEMENT AT ITS ADDRESS SET FORTH BENEATH ITS SIGNATURE BELOW, SUCH SERVICE TO BECOMEEFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE FIRST LIENCOLLATERAL AGENT UNDER THIS AGREEMENT OR ANY FIRST LIEN SECURED CREDITOR TO SERVE PROCESS IN ANYOTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANYPARTY IN ANY OTHER JURISDICTION.
     (b) EACH OF THE GUARANTOR, THE FIRST LIEN COLLATERAL AGENT ON BEHALF OF ITSELF AND THE OTHERFIRST LIEN CREDITORS AND THE SECOND LIEN COLLATERAL AGENT, ON BEHALF OF ITSELF AND THE NOTEHOLDERS,HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUEOF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENTBROUGHT IN THE COURTS REFERRED TO IN *CLAUSE*(a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES ANDAGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANYSUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
     8.8 *Waiver of Jury Trial.*THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLYWAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ORARISING
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OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSEOF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF SUCH PARTIESRELATING THERETO. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL ANDSUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENTTO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE EACH PARTYENTERING INTO THIS AGREEMENT.
     8.9 *Notices.*All notices to the Noteholders and the First Lien Creditors permitted orrequired under this Agreement may be sent to the Second Lien Collateral Agent and the First LienCollateral Agent, respectively. Unless otherwise specifically provided herein, any notice or othercommunication herein required or permitted to be given shall be in writing and may be personallyserved, telecopied, electronically mailed or sent by courier service or U.S. mail and shall bedeemed to have been given when delivered in person or by courier service, upon receipt of atelecopy or electronic mail or four (4) Business Days after deposit in the U.S. mail (registered orcertified, with postage prepaid and properly addressed). For the purposes hereof, the addresses ofthe parties hereto shall be as set forth below each party’s name on the signature pages hereto, or,as to each party, at such other address as may be designated by such party in a written notice toall of the other parties.
     8.10 *Further Assurances.*Each party hereto agrees that it shall take such further action andshall execute and deliver such additional documents and instruments (in recordable form, ifrequested) as the requesting party may reasonably request to effectuate the terms of and the lienpriorities contemplated by this Agreement.
     8.11 *Subrogation*. The Second Lien Collateral Agent, on behalf of itself and the Noteholders,hereby waives any rights of subrogation it may acquire as a result of any payment hereunder untilthe Discharge of Lender Claims has occurred.
     8.12 *Binding on Successors and Assigns; No Third Party Beneficiaries.*This Agreement shall bebinding upon and inure to the benefit of the First Lien Collateral Agent, the other First LienCreditors, the Second Lien Collateral Agent, the Noteholders and their respective successors andassigns. No other Person shall have or be entitled to assert rights or benefits hereunder. ThisAgreement shall be binding upon the Guarantor and its successors and assigns; *provided*that theGuarantor or any successor or assign thereof shall be entitled to enforce any provision of thisAgreement (other than any provision hereof expressly preserving any right of the Guarantor underany Loan Document or Noteholder Document).
     8.13 *Specific Performance.*Each of the First Lien Collateral Agent and the Second LienCollateral Agent may demand specific performance of this Agreement; *provided*that the Second LienCollateral Agent may not demand specific performance hereunder from any Obligor unless and untilthe Discharge of Lender Claims has occurred. The Second Lien Collateral Agent, on behalf of itselfand the Noteholders, hereby irrevocably waives any defense based on the adequacy of a remedy at lawand any other defense which might be asserted to bar the remedy of specific performance in anyaction which may be brought by the First Lien Collateral Agent.
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     8.14 *Section Titles.*The section titles contained in this Agreement are and shall be withoutsubstantive meaning or content of any kind whatsoever and are not a part of this Agreement.
     8.15 *Counterparts.*This Agreement may be executed in one or more counterparts, each of whichshall be an original and all of which shall together constitute one and the same document.Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall beeffective as delivery of a manually executed counterpart of this Agreement.
     8.16 *Authorization.*By its signature, each Person executing this Agreement on behalf of aparty hereto represents and warrants to the other parties hereto that it is duly authorized toexecute this Agreement.
     8.17 *Effectiveness.*This Agreement shall become effective when executed and delivered by theparties listed below. This Agreement shall be effective both before and after the commencement ofany Insolvency or Liquidation Proceeding with respect to CSC or any of its subsidiaries. Allreferences to a Person or any of its subsidiaries shall include such Person or any of itssubsidiaries as debtor and debtor-in-possession and any receiver or trustee for such Obligor (asthe case may be) in any Insolvency or Liquidation Proceeding with respect to such Person.
     8.18 *Provisions Solely to Define Relative Rights*. The provisions of this Agreement are andare intended solely for the purpose of defining the relative rights of the First Lien Creditors onthe one hand and the Noteholders on the other hand with respect to the Common Collateral. None ofCSC or any of its subsidiaries or any other creditor thereof shall have any rights hereunder.Nothing in this Agreement is intended to or shall impair the obligations of the Guarantor or any ofits subsidiaries, which are absolute and unconditional, to pay the Obligations and the Indenture asand when the same shall become due and payable in accordance with their terms.
     8.19 *Incorporation by Reference*. In connection with its appointment and acting hereunder, theSecond Lien Collateral Agent shall be entitled to all rights, privileges, benefits, protections,immunities and indemnities provided to it under the Indenture.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date firstwritten above.         *First Lien Collateral Agent:*         DEUTSCHE BANK TRUST COMPANY