Common use of Second Priority Nature of Liens Clause in Contracts

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, (i) the lien liens and security interest interests granted to the Collateral Agent pursuant to this Agreement shall be, are expressly subject and subordinate to the Allowed Liens, a second priority lien on liens and security interest interests granted in favor of the Senior Priority Secured Parties (as defined in the Collateral First Lien/Second Lien Intercreditor Agreement), including liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding, Inc., as collateral agent, pursuant to or in connection with the First Lien Credit Agreement, and (ii) the exercise of any right or remedy by the Collateral Agent or any other secured party hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern and controlgovern. Notwithstanding anything herein to the contrary, prior to the Discharge of the First Lien Senior Obligations (as defined in the First Lien/Second Lien Intercreditor Agreement), the requirements of this Agreement to deliver Security Collateral and any certificates, instruments or documents in relation thereto to the Collateral Agent shall be deemed satisfied by delivery of such Security Collateral and such certificates, instruments or documents in relation thereto to the First Lien Senior Priority Representative (as bailee for the Collateral Agent. The priority described above shall in all cases be subject to, ) as provided 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”)First Lien/Second Lien 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, be 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. 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 controlcontrol and (a) the Pledgors shall not be in breach or Default of their obligations under this Agreement if their acts conform to the requirements of the Intercreditor Agreement or the Senior Lender Documents (as such term is defined in the Intercreditor Agreement) and (b) no direction shall be given by the Agent in contravention of the Intercreditor Agreement. Notwithstanding anything herein to the contrary, prior to the Discharge of the First Lien Obligations Senior Lender Claims (as such term is defined in the Intercreditor Agreement), the requirements of this Agreement to endorse, assign or deliver Collateral to the Collateral Agent shall be deemed satisfied by endorsement, assignment or delivery of such Collateral to the First Lien Collateral Agent. The priority described above shall in all cases be subject to, Agent (as such term is defined in the case of Intercreditor Agreement) and any endorsement, assignment or delivery to the Existing Notes ObligationsFirst Lien Agent shall be deemed an endorsement, Liens permitted assignment or delivery 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 (Agent for all such permitted Liens, the “Allowed Liens”)purposes hereunder.