Common use of Priority Lien Agent Clause in Contracts

Priority Lien Agent. (a) Notwithstanding anything to the contrary in this Agreement, the Second Lien Intercreditor Agreement, the Priority Debt Documents or in any Security Documents, the parties hereto agree as follows: (i) any reference to Priority Lien Agent in the Second Lien Intercreditor Agreement shall refer to the Collateral Trustee; (ii) the Collateral Trustee, as Priority Lien Agent, will not be required to take any action under the Second Lien Intercreditor Agreement unless and until the Controlling Priority Debt Representative directs the Collateral Trustee in writing, as Priority Lien Agent, to take such action; and (iii) in no event shall the Collateral Trustee, as Priority Lien Agent, be required to take any action in connection with the purchase or sale of Priority Obligations under Section 3.06 of the Second Lien Intercreditor Agreement (rather, the purchases and sales of the Priority Obligations shall be coordinated among the holders of the Second Lien Debt and the holders of the Priority Obligations (or their appointed representative)). (b) In the event the Second Lien Intercreditor Agreement requires the delivery, or receipt, of any notice by the Priority Lien Agent, such delivery or receipt will be deemed satisfied in all respects when the Collateral Trustee makes such delivery or receives such notice; provided, that, if the Controlling Priority Debt Representative fails to provide the Collateral Trustee, as Priority Lien Agent, direction in writing in connection with any notice, then the Original Priority Lien Agent may deliver or receive such notice. (c) The parties hereto agree that this Section 3.06 shall not be deemed to be in conflict or inconsistent with Section 9.11 of the Second Lien Intercreditor Agreement.

Priority Lien Agent. (a) Notwithstanding anything to the contrary in this Agreement, the Second Lien Intercreditor Agreement, the Priority Debt Documents or in any Security Documents, the parties hereto agree as follows: (i) any reference to Priority Lien Agent in the Second Lien Intercreditor Agreement shall refer to the Collateral Trustee; (ii) the Collateral Trustee, as Priority Lien Agent, will not be required to take any action under the Second Lien Intercreditor Agreement unless and until the Controlling Priority Debt Representative (if the Controlling Priority Debt Representative is the Original Term Loan Agent, acting at the written direction of the Required Term Loan Lenders) directs the Collateral Trustee in writing, as Priority Lien Agent, to take such action; and (iii) in no event shall the Collateral Trustee, as Priority Lien Agent, be required to take any action in connection with the purchase or sale of Priority Obligations under Section 3.06 of the Second Lien Intercreditor Agreement (rather, the purchases and sales of the Priority Obligations shall be coordinated among the holders of the Second Lien Debt and the holders of the Priority Obligations (or their appointed representative)). (b) In the event the Second Lien Intercreditor Agreement requires the delivery, or receipt, of any notice by the Priority Lien Agent, such delivery or receipt will be deemed satisfied in all respects when the Collateral Trustee makes such delivery or receives such notice; provided, that, if the Controlling Priority Debt Representative fails to provide the Collateral Trustee, as Priority Lien Agent, direction in writing in connection with any notice, then the Original Priority Lien Agent may deliver or receive such notice. (c) The parties hereto agree that this Section 3.06 shall not be deemed to be in conflict or inconsistent with Section 9.11 of the Second Lien Intercreditor Agreement.