Second Priority Nature of Liens. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement shall be a second priority lien on and security interest in the Disposition Proceeds Collateral to the extent provided in the Intercreditor Agreement and the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Discharge of the First Lien Debt, the requirements of this Agreement to physically deliver any Escrowed Shares or Disposition Proceeds to the Collateral Agent shall be deemed satisfied by delivery of such Escrowed Shares or Disposition Proceeds to the First Lien Agent as agent and bailee of the Collateral Agent in accordance with the Intercreditor Agreement.
Second Priority Nature of Liens. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement shall be, subject to the Allowed Liens, a second priority lien on and security interest in the Collateral and the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement), the requirements of this Agreement to deliver Collateral to the Collateral Agent shall be deemed satisfied by delivery of such Collateral to the First Lien Collateral Agent. The priority described above shall in all cases be subject to, in the case of the Existing Notes Obligations, Liens permitted to be senior by the Existing Indenture, in the case of the New Note Obligations, Liens permitted to be senior by the New Indenture and in the case of other applicable Additional Pari Passu Obligations, Liens permitted to be senior by the relevant Additional Pari Passu Agreement (all such permitted Liens, the “Allowed Liens”)
Second Priority Nature of Liens. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement shall be a second priority lien on and security interest in the Pledged Collateral and the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Discharge of First Lien Obligations (as defined in the Intercreditor Agreement), the requirements of this Agreement to deliver Pledged Collateral and any certificates, instruments or Documents in relation thereto to the Collateral Agent shall be deemed satisfied by delivery of such Pledged Collateral and such certificates, instruments or Documents in relation thereto to the First Lien Agent (as bailee and non-fiduciary agent for the Collateral Agent). Each Pledgor agrees that, in the event any Pledgor, pursuant to the First Lien Security Agreement, takes any action to grant or perfect a Lien in favor of the First Lien Agent in any assets (other than assets described in clause (i) of the definition of Excluded Property and other than control agreements with respect to any Deposit Accounts, Securities Accounts or Commodities Accounts), such Pledgor shall also take such action to grant or perfect a Lien (subject to the Intercreditor Agreement) in favor of the Collateral Agent to secure the Secured Obligations without request of the Collateral Agent, including with respect to any property and Real Property in which the First Lien Agent directs a Pledgor to grant or perfect a Lien or take such other action under the First Lien Security Agreement.
Second Priority Nature of Liens. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Priority Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Priority Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Discharge of First Priority Claims, (i) the requirements of this Agreement to endorse, sign or deliver or give “control” as to, Collateral or proceeds thereof, to the Second Priority Collateral Agent or the Collateral Control Agent shall be deemed satisfied by endorsement, assignment or delivery of or the giving of “control” to, such Collateral or proceeds to the First Priority Collateral Agent or Collateral Control Agent (in each case, as bailee or agent for the Second Priority Collateral Agent) and (ii) any endorsement, assignment or delivery to the First Priority Collateral Agent or Collateral Control Agent (in each case, as bailee or agent for the Second Priority Collateral Agent) shall be deemed an endorsement, assignment or delivery to the Second Priority Collateral Agent for all purposes hereunder.
Second Priority Nature of Liens. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Security Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Discharge of First Lien Obligations, the requirements of this Security Agreement to deliver Collateral to the Collateral Agent or register the Collateral Agent as the registered owner of any Collateral shall be deemed satisfied by delivery of such Collateral to, or the registration of such Collateral in the name of, the applicable First Lien Collateral Agent.
Second Priority Nature of Liens. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement shall be a second priority lien on and security interest in the Pledged Collateral and the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Discharge of First Lien Obligations (as defined in the Intercreditor Agreement), the requirements of this Agreement to deliver Pledged Collateral and any certificates, instruments or Documents in relation thereto to the Collateral Agent shall be deemed satisfied by delivery of such Pledged Collateral and such certificates, instruments or Documents in relation thereto to the First Lien Agent (as bailee for the Collateral Agent). Each Pledgor agrees that, in the event any Pledgor, pursuant to the First Lien Security Agreement, takes any action to grant or perfect a Lien in favor of the First-Lien Agent in any assets (other than assets described in clause (f) of the definition of Excluded Property), such Pledgor shall also take such action to grant or perfect a Lien (subject to the Intercreditor Agreement) in favor of the Collateral Agent to secure the Secured Obligations without request of the Collateral Agent, including with respect to any property and real property in which the First-Lien Agent directs a Pledgor to grant or perfect a Lien or take such other action under the First-Lien Security Agreement. The parties hereto agree that the election to require the Pledgors to provide a perfected, first-priority security interest in any asset of the Pledgors that is not Collateral or is a Non-Collateral Asset (as defined in the Intercreditor Agreement) shall be exercisable only by the First-Lien Agent and that the Collateral Agent shall not have any independent right to so require perfection in such assets, prior to the Discharge of First-Lien Obligations (except in the event, and to the extent, that the First-Lien Agent has actually obtained a perfected, first-priority security interest in any such assets and such security interest has not been released in accordance with the Intercreditor Agreement).
Second Priority Nature of Liens. In the event any of the Pledged Collateral is pledged to a holder of First Priority Lien Debt, notwithstanding anything herein to the contrary, the lien and security interest granted to the Trustee pursuant to this Agreement shall be, subject to any Permitted Liens, a second priority lien on and security interest in the Pledged Collateral (second only to the lien securing the First Priority Lien Obligations and any Permitted Liens) and the exercise of any right or remedy by the Trustee hereunder will be subject to the provisions of any intercreditor agreement with or for the benefit of such holder of First Priority Lien Debt. In the event of any conflict between the terms of such intercreditor agreement and this Agreement, the terms of such intercreditor agreement shall govern and control. Notwithstanding anything herein to the contrary, in the event any of the Pledged Collateral is pledged to a holder of First Priority Lien Debt, (i) the requirements of this Agreement to endorse, sign or deliver Pledged Collateral to the Trustee shall be deemed satisfied by endorsement, assignment or delivery of such Pledged Collateral to the Collateral Agent (as bailee for the Trustee) and (ii) any endorsement, assignment or delivery to the Collateral Agent (as bailee for the Trustee) shall be deemed an endorsement, assignment or delivery to the Trustee for all purposes hereunder.
Second Priority Nature of Liens. Notwithstanding anything herein to the contrary, the Lien and security interest granted to the Collateral Agent pursuant to this Agreement shall be a second priority Lien on and security interest in Collateral and the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Senior Discharge Date (as defined in the Intercreditor Agreement), the requirements of this Agreement to deliver Collateral and any certificates, Instruments or Documents in relation thereto to the Collateral Agent shall be deemed satisfied by delivery of such Collateral and such certificates, Instruments or Documents in relation thereto to the Revolving Collateral Agent (as bailee for the Collateral Agent).
Second Priority Nature of Liens. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.
Second Priority Nature of Liens. The liens and security interest granted to the Collateral Agent for the benefit of the Holders pursuant to the Second Lien Security Documents and the exercise of any rights or remedies by the Collateral Agent or any Holder thereunder is subject to the provisions of the Intercreditor Agreement.”
