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.
Appears in 2 contracts
Samples: Security Agreement, Intercreditor Agreement (Sonic Automotive Inc)
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 other Security Documents shall be a second priority Second Priority lien on and security interest in the Disposition Proceeds Pledged 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 or inconsistency 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 DebtObligations, the requirements of this Agreement to physically deliver any Escrowed Shares or Disposition Proceeds Collateral to the Collateral Agent shall be deemed satisfied by delivery of such Escrowed Shares or Disposition Proceeds Collateral to the First Lien Agent as agent and bailee of the Collateral Agent in accordance with the Intercreditor AgreementAgent.
Appears in 2 contracts
Samples: Security Agreement (Emdeon Inc.), Security Agreement (Emdeon Inc.)
Second Priority Nature of Liens. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Pledge 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 Pledge 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 DebtDebt (as defined in the Intercreditor Agreement), the requirements of this Pledge Agreement to physically deliver any Escrowed Shares or Disposition Proceeds Collateral to the Collateral Agent shall be deemed satisfied by delivery of such Escrowed Shares or Disposition Proceeds Collateral to the First Lien Agent (as defined in the Intercreditor Agreement), as agent and bailee of the Collateral Agent Agent, in accordance with the Intercreditor Agreement.
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