Certain Procedures Relating to Modifications Clause Samples

Certain Procedures Relating to Modifications. Instructions and Exercises of Discretion. ---------------------------------------- 6.3.1 If, at any time: (a) the Intercreditor Agent (i) proposes to agree to a Modification or proposes to authorize any Secured Party to agree to a Modification under any Financing Document or (ii) proposes to exercise any discretion conferred on it under the Financing Documents; or (b) any Designated Voting Party or the Issuer (i) proposes that there should be a Modification under any Financing Document, (ii) proposes to provide the Intercreditor Agent with instructions regarding the Financing Documents, or (iii) proposes a matter with respect to which it believes the Intercreditor Agent should exercise its discretion, and, in each case, notifies the Intercreditor Agent to that effect; then the Intercreditor Agent shall promptly notify each Designated Voting Party of the matter in question specifying: (i) the nature of the Modification, instruction or exercise of discretion that is at issue (which shall be conspicuously stated); (ii) the Required Secured Parties applicable to the decision; and (iii) the Decision Period determined by the Intercreditor Agent by which the Designated Voting Parties must provide the Intercreditor Agent with their votes with respect to such decision. 6.3.2 Each Designated Voting Party shall, within the specified Decision Period pursuant to Section 6.3.1, provide a certificate to the ------------- Intercreditor Agent setting forth its vote with respect to the matter for which its instructions were sought by the Intercreditor Agent under Section 6.3.1. ------------- 6.3.3 If (i) a Designated Voting Party fails to provide such a certificate to the Intercreditor Agent setting forth its vote within the specified Decision Period and (ii) the matter for which its instructions were sought by the Intercreditor Agent requires a vote of the One Hundred Percent Secured Parties, then the Intercreditor Agent shall notify such Designated Voting Party on or before the close of business on the next Business Day following the last day of the Decision Period of such Designated Voting Party's failure to provide such certificate and request that it provide such certificate no later than 11:00 a.m. on the third Business Day after the last day of the Decision Period; provided that the Intercreditor Agent shall not be held liable -------- for any failure by it to provide such notice to such Designated Voting Party; and provided, further that if such Designated Voting Pa...