INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT

EXHIBIT 10.4

INTERCREDITOR AGREEMENT

     This INTERCREDITOR AGREEMENT is dated as of November 24, 2004, and entered into by and among COINMACH LAUNDRY CORPORATION, a Delaware corporation (the “Guarantor”), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as the collateral agent for the First Lien Creditors (including its successors and assigns from time to time, the “First Lien Collateral Agent”) and THE BANK OF NEW YORK, in its capacity as collateral agent for the Noteholders (including its successors and assigns from time to time, the “Second Lien Collateral Agent”). Capitalized terms used herein shall have the meanings set forth in Section 1 below; provided that capitalized terms defined in the Credit Agreement used (but not otherwise defined) herein shall have the meanings ascribed to them in the Credit 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 Collateral Agent, as Administrative Agent and Collateral Agent, Deutsche Bank Securities Inc. (f/k/a Deutsche Banc Alex. Brown Inc.), as Lead Arranger and Book Manager, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC (f/k/a First Union Securities, Inc.) as Syndication Agents and Credit Lyonnais New York Branch, as Documentation Agent, are parties to the Credit Agreement, dated as of January 25, 2002 (as further amended, supplemented, amended and restated or otherwise modified from time to time (including pursuant to the Limited Waiver and Amendment No. 1 and Agreement dated as of November 15, 2004 (the “First Amendment”)) the “Credit Agreement”);

     WHEREAS, CSC, the Guarantor, the other guarantors from time to time party thereto and the Second Lien Collateral Agent, as collateral agent and trustee, entered into an Indenture, dated as of November 24, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Indenture”), governing the rights and duties of CSC under its 11% Senior Secured Notes due 2024 in an aggregate principal amount on the date thereof of $132,556,665 (together with any 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 Rate Protection Agreements or Other Hedging Agreements entered into with a counterparty who was a Secured Party (or affiliate thereof) at the time such Interest Rate Protection Agreement or Other Hedging Agreement was entered into will be secured by, among other things, a first priority security 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 other things, a second priority security interest in the Common Collateral pursuant to the terms of the Noteholder Collateral Documents and this Agreement;

     WHEREAS, the Holdings Pledge Agreement, the Indenture and the Noteholder Collateral Documents provide, 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 the parties hereto enter into this Agreement;

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, 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 the following meanings (such meanings to be equally applicable to both the singular and the plural form of the terms indicated):

     “Agreement” means this Intercreditor Agreement, as amended, supplemented, amended and restated 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 Holdings Pledge Agreement.

     “Comparable Noteholder Collateral Document” means, in relation to any Common Collateral subject to any Security Document, that Noteholder Collateral Document which creates a security interest in the same Common Collateral, granted by the Guarantor.

     “Credit Agreement” is defined in the first recital; provided that (i) the term Credit Agreement shall (x) also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original collateral agent and lenders or another collateral agent or agents or other lenders, whether provided under the original Credit Agreement or any other credit or other agreement or indenture and whether entered into concurrently with or subsequent to the termination of the prior Credit Agreement); provided that any such renewal, extension, refunding, restructuring, replacement or refinancing does not increase the principal amount thereof beyond in violation of the restrictions in the Indenture and (y) exclude the Senior Secured Notes and other Noteholder Documents and (ii) if at any time a Discharge of Lender Claims occurs with respect to the Credit 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 Facility designated 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 Sections 5.5 and 6.5, the payment in full in cash of all Obligations, the expiration, termination or cash collateralization of all Letters of Credit, pursuant (for purposes of cash collateralization) to the terms thereof and the Credit Agreement, the termination of all commitments to extend credit under the Credit Agreement and the payment in full in cash of all other Lender Claims (other than Obligations for indemnification in respect of which no claim or demand for payment has been made and no notice for indemnification has been issued by the indemnitee at such time), as may be evidenced by a “pay-off” letter signed by an agent 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 as defined in the preamble, the then acting agent for the First Lien Creditors under the Loan Documents and any successor or assign thereto exercising substantially the same rights and powers.

     “First Lien Creditors” shall mean the “Secured Creditors” (as defined in the Credit Agreement) and any other Persons holding Lender Claims, including the First Lien Collateral Agent.

     “Future First-Lien Credit Facility” shall mean the Credit Agreement and any Credit Agreement (as defined in the Indenture) that is designated by Borrower as a “First-Lien Credit Facility” for purposes of the Indenture; provided that the First Lien Creditors under any 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 thereto dated as of the date hereof), amendment and restatement, supplement or other modification thereto and any other document or instrument evidencing the Guarantor’s pledge of Common Collateral under any Future First-Lien Credit Facility as any such document or instrument may from time to time be amended, supplemented, amended and restated or otherwise modified in 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) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to such Person or any of its subsidiaries as a debtor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to such Person or any of its subsidiaries as a debtor or with respect to any substantial part of their respective assets,

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(c) any liquidation, dissolution, reorganization or winding up of such Person or any of its subsidiaries whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of such Person or any of its subsidiaries.

     “Lender Claims” means all Obligations outstanding under one or more of the Loan Documents. Lender Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency or Liquidation Proceeding, accrue) after the commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate specified in the Credit Agreement whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding. To the extent any payment with respect to 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 or preferential 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 originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

     “Lender Collateral” means any of the assets of the Obligors, whether real, personal or mixed, on which the First Lien Creditors or any of them now or hereafter holds a Lien as security for any Lender Claim (regardless of the effect of the application of any laws relating to fraudulent transfers or conveyances).

     “Lender Liens” means Liens on Common Collateral or Lender Collateral in favor of the First Lien Collateral Agent on behalf of the First Lien Creditors created as collateral security for the Lender Claims.

     “Loan Documents” means the Credit Agreement, the Credit Documents, and all documents and instruments evidencing any obligation under any Future First-Lien Credit Facility, and any other related document or instrument executed or delivered pursuant to any Loan Document or Future First-Lien Credit Facility at any time or otherwise evidencing Lender Claims, as any such document or instrument from time to time may be amended, supplemented, amended and restated or otherwise modified from time to time; provided that any such modification does not 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 any of them.

     “Noteholder Collateral” means any assets of CSC and its subsidiaries other than Borrower and its subsidiaries, whether real, personal or mixed, on which the Noteholders or any of them now or hereafter holds a Lien as security for any Noteholder Claim (regardless of the effect of the application of any laws relating to fraudulent transfers or conveyances).

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     “Noteholder Collateral Documents” means, collectively, the Noteholder Security Agreements, and any document or instrument executed and delivered pursuant to any Noteholder Document at any time or otherwise pursuant to which a Lien is granted by an obligor under the Indenture to secure the Noteholder Claims or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, supplemented, amended and restated 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 executed and delivered pursuant to any Noteholder Document at any time or otherwise evidencing any Noteholder Claims, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time.

     “Noteholders” means the Persons holding Noteholder Claims, including the trustee under the 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 November 24, 2004 among CSC, the Guarantor and the Second Lien Collateral Agent, as collateral agent and (ii) the Pledge Agreement dated as of November 24, 2004 among CSC, the Guarantor and the Second 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 Collateral in the possession or under the control (as defined in Section 8-106 of the UCC) of the First Lien Collateral Agent (or its agents or bailees) in which a security interest is perfected by 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 the Credit Agreement or Future First-Lien Facility, or any termination or waiver of any provision of the Credit Agreement or Future First-Lien Facility, or any consent or departure by Borrower therefrom, those First Lien Creditors, the approval of which is required by the Credit Agreement or such Future First-Lien Facility, as the case may be, to approve such amendment or modification, termination or waiver or consent or departure.

     “Second Lien Collateral Agent” shall include, in addition to the Second Lien Collateral Agent defined in the preamble, the then acting collateral agent under the Indenture and any successor 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 of any Liens granted to the Second Lien Collateral Agent for the benefit of the Noteholders or to the Noteholders on the Common Collateral or of any Liens granted to the First Lien Creditors on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law, the avoidance or setting aside of any Lien granted to the First Lien Creditors on the Common Collateral, 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 First Lien Collateral Agent or the First Lien Creditors shall be first in priority to any Lien on the Common Collateral securing the Noteholder Claims and (ii) any Lien on the Common Collateral now or hereafter 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 priority in all respects to all Liens on the Common Collateral securing the Lender Claims. All Liens on the Common Collateral securing the Lender Claims shall be and remain first in priority to all Liens on the Common Collateral securing the Noteholder Claims for all purposes, whether or not such Lender Liens are subordinated to any Lien securing any other obligation of the Guarantor or any of its subsidiaries.

     2.2 Prohibition on Contesting Liens. Each of the Second Lien Collateral Agent, for itself and on behalf of each Noteholder, and the First Lien Collateral Agent, for itself and on behalf of each other First Lien Creditor, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding with respect to CSC or any of its subsidiaries), the priority, validity or enforceability of a Lien held by the First Lien Creditors on the Lender Collateral or by the Noteholders on the Common Collateral, as the case may be; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Collateral Agent or any of the First Lien Creditors to enforce this Agreement, including the priority of the Liens securing the Lender 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 parties hereto agree that (i) neither the Second Lien Collateral Agent nor any Noteholder shall acquire any security interest in or shall have any interest in (including following avoidance of any Lender Liens) any property, real or otherwise (other than the Common Collateral), of any of Borrower or any of its subsidiaries or any proceeds thereof and (ii) after the date hereof, if the Second Lien Collateral Agent on behalf of the Noteholders, shall hold (to its actual knowledge), any Lien on any assets of Borrower or any of its subsidiaries securing the Noteholder Claims that are not also subject to the prior Lien of the First Lien Creditors under the Loan Documents, the Second Lien Collateral Agent will notify the First Lien Collateral Agent in writing and, upon demand by the First Lien Collateral Agent, shall either release such Lien or assign it to the First Lien Creditors as security for the Lender Claims (unless the applicable Obligor shall promptly grant a similar Lien on such assets in favor of the First Lien Creditors and such Lien shall be prior to the Lien of the Second Lien Collateral Agent on such assets) and (b) each of Borrower and its subsidiaries agrees it will not grant, and the Guarantor agrees it will not permit its Subsidiaries to 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 Lien on 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 Insolvency or Liquidation Proceeding has been commenced by or against CSC or any of its subsidiaries, (i) the Second Lien Collateral Agent and the Noteholders will not exercise or seek to exercise any rights or remedies (including by way of setoff) with respect to any Common Collateral, institute any action 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 Lien Collateral Agent or any other First Lien Creditor, or any other exercise by any such party of any rights and remedies relating to the Common Collateral under the Credit Documents or otherwise, or object to the forbearance by the First Lien Collateral Agent or the First Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral and (ii) the First Lien Collateral Agent and the other First Lien Creditors shall have the exclusive right to enforce rights, exercise remedies (including by way of setoff and the right to credit bid their debt), refrain from enforcing or exercising remedies, and make determinations regarding release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Noteholder, all as if the Lien of the Second Lien Collateral Agent for the benefit of the 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 the Guarantor, the Second Lien Collateral Agent or any Noteholder may file a claim or statement of interest with respect to the Noteholder Claims, (B) the Second Lien Collateral Agent or any Noteholder may take any action not adverse to the Liens on the Common Collateral securing the Lender Claims in order to establish, preserve, perfect or protect its rights in the Common Collateral, (C) the Second Lien Collateral Agent or any Noteholder shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Guarantor arising under either the Bankruptcy Code or applicable non-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 claim and other filings and make any arguments and motions in order to preserve or protect its Lien on the Common Collateral that are, in each case, not otherwise in contravention of the terms of this Agreement, with respect to the Indenture and the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the First Lien Collateral Agent or any other First Lien 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 Lien Collateral Agent and the other First Lien Creditors to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured party under the UCC of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction.

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     (b) The Second Lien Collateral Agent, for itself and on behalf of the Noteholders, agrees that neither the Second Lien Collateral Agent nor the Noteholders will take any action that would hinder or cause to delay any exercise of remedies undertaken by the First Lien Collateral Agent or any other First Lien Creditor under the Loan Documents as secured parties in respect of any Common Collateral, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise. The Second Lien Collateral Agent, for itself and on behalf of the Noteholders, hereby waives any and all rights it or the Noteholders may have as a junior lien creditor or otherwise (whether arising under the UCC or any other law) to object to the manner in which the First Lien Collateral Agent or the other First Lien Creditors seek to enforce the 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 rights and remedies of the First Lien Collateral Agent or the First Lien Creditors with respect to the Common 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 Lien Collateral Agent, on behalf of itself and the Noteholders, agrees that, unless and until the Discharge of Lender Claims has occurred, it will not commence, or join with any Person (other than the 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 any of 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, the cash proceeds of Common Collateral received in connection with the sale, transfer or other disposition of such Common Collateral upon the exercise of remedies shall be applied by the First Lien Collateral Agent to the Lender Claims in such order as specified in the Credit Agreement until the Discharge of Lender Claims has occurred. Upon the Discharge of Lender Claims, the First Lien Collateral Agent shall deliver to the Second Lien Collateral Agent (for turnover to the trustee under the Indenture for application in such order as specified in the Indenture and the other applicable Noteholder Documents) any proceeds of Common Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.

     4.2 The Second Lien Collateral Agent, on behalf of itself and the Noteholders, agrees that it will not, in connection with the exercise of any right or remedy (including by way of setoff) with respect to any Common Collateral, take or receive any Common Collateral or any proceeds of Common Collateral unless and until the Discharge of Lender Claims has occurred. In the event any Common Collateral or proceeds thereof are received by the Second Lien Collateral Agent in violation of this Agreement, such Common Collateral and/or proceeds shall be segregated and held in trust for the benefit of the First Lien Creditors in the same form as received, and shall not be applied to the 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 the proviso in clause (a)(ii) of Section 3.1, the sole right of the Second Lien Collateral Agent and the 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 Noteholder Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, 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 or remedy with respect to any Common Collateral by the Second Lien Collateral Agent or the Noteholders, transfer, deliver or pay, as applicable, to the Second Lien Collateral Agent or any Noteholder any Common Collateral or any proceeds of Common Collateral unless and until the Discharge 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 of Common Collateral provided for in Section 3.1, including any sale, lease, exchange, transfer or other disposition (collectively, a “Disposition”) of any such Common Collateral; or

     (ii) a Disposition of any Common Collateral permitted under the terms of the Credit Documents (whether or not an event of default thereunder, and as defined therein, has occurred 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 in connection with a Disposition under clause (ii) above only, if such Disposition would result in an event of default under the Noteholder Documents, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Noteholders, on such Common Collateral shall be 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 First Lien Collateral Agent such termination statements, releases and other documents as the First Lien Collateral 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 the request of the First Lien Collateral Agent or any officer or agent of the First Lien Collateral Agent, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, take any and all appropriate action and to execute any and all releases, documents and instruments provided to it by the First Lien Collateral Agent which may be necessary or desirable to accomplish the purposes of this Section 5.1, including any financing statements, mortgage releases, intellectual property releases, endorsements or other instruments of transfer or release.

     5.2 Insurance. Unless and until the Discharge of Lender Claims has occurred, the First Lien Collateral 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 Loan Maturity Date has occurred), all proceeds of any such policy and any such award if in respect of the Common Collateral shall be paid to the First Lien Collateral Agent for the benefit of the First Lien Creditors to the extent required under the Credit Agreement and thereafter to the Second Lien Collateral Agent for the benefit of the Noteholders to the extent required under the applicable Noteholder Documents and then to the owner of the subject property or as a court of competent jurisdiction may otherwise direct.

     5.3 Amendments to Noteholder Collateral Documents.

     (a) Unless and until the Discharge of Lender Claims has occurred, without the prior written consent of the First Lien Collateral Agent and the Required Lenders, no Noteholder 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 Noteholder Collateral Document, would be inconsistent in any material respect with any of the terms of this Agreement or the Loan Documents. The Second Lien Collateral Agent agrees that each Noteholder Collateral Document related to the Common Collateral shall include substantially the following language:

“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 November 24, 2004 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Intercreditor Agreement”), among Deutsche Bank Trust Company Americas, as First Lien Collateral Agent, The Bank of New York as Second Lien Collateral Agent, and Coinmach Laundry Corporation. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.”

     (b) In the event the First Lien Collateral Agent enters into any amendment, waiver or consent in respect of any of the Security Documents related to the Common Collateral for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Security Document or changing in any manner the rights of the First Lien Collateral Agent, the First Lien Creditors or the Guarantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Noteholder Collateral Document without the consent of the Second Lien Collateral Agent or the Noteholders and without any action by the Second Lien Collateral Agent, CSC or any of its subsidiaries; provided that (A) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the Noteholder Collateral Documents, except to the extent that a release of such Lien is permitted by Section 5.1, (B) any suc