Common use of Priority of Claims Clause in Contracts

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit First Lien Documents to the contrary notwithstanding (but subject to Section 1.01(bSections 2.1(b) and 2.11(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral or Equity Release Proceeds received by any First Lien Secured Party Claimholder or received by the Applicable Collateral Agent or any First Lien Secured Party Claimholder pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingfollowing clause THIRD below) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Shared Collateral or Equity Release Proceeds and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any Grantor under any First Lien Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit First Lien Documents to the contrary notwithstanding (but subject to Section 1.01(b2.01(b) and 2.11(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral or Equity Release Proceeds received by any First Lien Secured Party Claimholder or received by the Applicable Collateral Agent or any First Lien Secured Party Claimholder pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingfollowing clause THIRD below) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Shared Collateral or Equity Release Proceeds and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any Grantor under any First Lien Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent or any First Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment other than pursuant to any intercreditor agreement (other than this Agreement) Agreement with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral other than pursuant to this Agreement and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than pursuant to this Agreement) Agreement (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by (i) FIRST, to the Applicable payment of all amounts owing to the Collateral Agent (in its capacity as such) pursuant to the following order:terms of any Secured Credit Document and (ii) SECOND, subject to Section 1.01(b), to the payment in full of the First Lien Obligations of each Series on a ratable basis in accordance with the terms of the applicable Secured Credit Documents.

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit First-Lien Revolving Facility Documents, First-Lien Note Documents or Other First-Priority Lien Obligations Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default has occurred and is continuing, and the Applicable Authorized First-Lien Collateral Agent is taking action to enforce rights in respect of any Shared CollateralCollateral (whether in an Insolvency or Liquidation Proceeding or otherwise), or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Insolvency or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) Liquidation Proceeding with respect to any Shared CollateralGrantor, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any First the Authorized First-Lien Secured Party Collateral Agent or received by the Authorized First-Lien Collateral Agent pursuant to the Senior Lien Intercreditor Agreement as a result of any action by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral Agent, as applicable, and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence paragraph immediately following) to which the First First-Priority Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) the Senior Lien Intercreditor Agreement (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by applied, after payment of any amounts owing to the Applicable Collateral Agent in Agents party hereto, among the following orderFirst-Priority Lien Obligations as follows:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(bSections 2.1(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent Controlling Representative is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case Insolvency or Liquidation Proceeding of any Grantor or any First Lien Secured Party Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral received by any First Lien Secured Party Claimholder or received by the Applicable Collateral Agent Controlling Representative or any First Lien Secured Party Claimholder pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Shared Collateral and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Controlling Representative and not returned to any Grantor under any Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent Controlling Representative in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, continuing and the Applicable Collateral Agent Controlling Authorized Representative or any First-Priority Secured Party is taking action to enforce rights in respect of any Shared Common Collateral, or any distribution is made in respect of any Shared Common Collateral in any Bankruptcy Case of any Grantor Grantor, or any First Lien First-Priority Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Common Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Common Collateral by any First Lien First-Priority Secured Party or received by the Applicable Collateral Agent Controlling Authorized Representative or any First Lien First-Priority Secured Party pursuant to any such intercreditor agreement with respect to such Shared Common Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien First-Priority Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Common Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following orderControlling Authorized Representative as follows:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b1.01 (b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit First Lien Documents to the contrary notwithstanding (but subject to the ABL Intercreditor Agreement and Section 1.01(b2.1(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral or Equity Release Proceeds received by any First Lien Secured Party Claimholder or received by the Applicable Collateral Agent or any First Lien Secured Party Claimholder pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingfollowing clause THIRD below) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Shared Collateral or Equity Release Proceeds and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any Grantor under any First Lien Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent or any First Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case Insolvency or Liquidation Proceeding of any Grantor (including any adequate protection payments) or any First Lien Secured Party receives any payment payment, proceeds, or distributions pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution or payments (subject, in the case of any such payments, proceeds, or distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution or payments being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Parity Lien Documents to the contrary notwithstanding (but subject to Section 1.01(b))notwithstanding, if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Parity Lien Secured Party Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral received by any First Parity Lien Secured Party Claimholder or received by the Applicable Collateral Agent or any First Parity Lien Secured Party Claimholder pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingfollowing clause THIRD below) to which the First Parity Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising Shared Collateral and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any Grantor under any Parity Lien Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Pari Passu Credit Documents to the contrary notwithstanding (but subject to Section 1.01(bSections 2.01(b) and 2.11(b)), if an Event of Default has occurred and is continuing, continuing and the Applicable Collateral Agent Representative is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor Grantor, or any First Lien Pari Passu Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral or Equity Release Proceeds received by any First Lien Pari Passu Secured Party or received by the Applicable Collateral Agent Representative or any First Lien Pari Passu Secured Party pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingfollowing clause THIRD below) to which the First Lien Pari Passu Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Shared Collateral or Equity Release Proceeds and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Applicable Representative and not returned to any Grantor under any Pari Passu Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent Representative in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit First Lien Documents to the contrary notwithstanding (but subject to Section 1.01(b2.1(b) and Section 2.11(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral or Equity Release Proceeds received by any First Lien Secured Party Claimholder or received by the Applicable Collateral Agent or any First Lien Secured Party Claimholder pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingfollowing clause THIRD below) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Shared Collateral or Equity Release Proceeds and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any Grantor under any First Lien Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral received by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution and any proceeds of insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any Grantor under the applicable Secured Credit Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit First Lien Debt Documents to the contrary notwithstanding (but subject to Section 1.01(b)1.03), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent or any First Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of the Borrower or any other Grantor (including any adequate protection payments) or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), ) shall be applied by (i) FIRST, to the Applicable payment of all amounts owing to each Collateral Agent (in its capacity as such) pursuant to the following order:terms of any First Lien Debt Document,

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent or any First-Priority Secured Party is taking action to enforce rights in respect of any Shared Common Collateral, or any distribution is made in respect of any Shared Common Collateral in any Bankruptcy Case of any Grantor or any First Lien First-Priority Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Common Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Common Collateral by the Applicable Collateral Agent or any First Lien First-Priority Secured Party or received by the Applicable Collateral Agent or any First Lien First- Priority Secured Party pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingparagraph (b) below) to which the First Lien First-Priority Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Common Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Controlling Collateral Agent or any First-Priority Secured Party is taking action to enforce rights in respect of any Shared Common Collateral, or any distribution is made in respect of any Shared Common Collateral in any Bankruptcy Case of any Grantor or any First Lien First-Priority Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Common Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any First Lien First-Priority Secured Party or received by the Applicable Controlling Collateral Agent or any First Lien First-Priority Secured Party pursuant to any such intercreditor agreement with respect to such Shared Common Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien First-Priority Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Applicable Controlling Collateral Agent in the following orderAgent:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit First Lien Documents to the contrary notwithstanding (but subject to Section 1.01(b)2.01(b) and 2.11), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Common Collateral in any Bankruptcy Case Insolvency or Liquidation Proceeding of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Common Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Common Collateral or Equity Release Proceeds received by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingfollowing clause THIRD below) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Common Collateral or Equity Release Proceeds and all proceeds of any such distribution and any proceeds of any insurance covering the Common Collateral received by the Applicable Collateral Agent and not returned to any Grantor under any First Lien Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (ai) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral received by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Loan Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent Trustee is taking action to enforce rights in respect of any Shared Collateral, Restricted Assets or Sale Proceeds or any distribution is made in respect of any Shared Collateral Collateral, Restricted Assets or Sale Proceeds in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, Restricted Assets or Sale Proceeds the proceeds of any sale, collection or other liquidation of any such Shared Collateral Collateral, Restricted Assets or Sale Proceeds by any First Lien Secured Party or received by the Applicable Collateral Agent Trustee or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral Collateral, Restricted Assets or Sale Proceeds and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), subject to the ABL Intercreditor Agreement if then in effect, shall be applied by the Applicable Collateral Agent Trustee in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured First Lien Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b2.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral or Equity Release Proceeds received by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingfollowing clause THIRD below) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Shared Collateral or Equity Release Proceeds and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any Grantor under any First Lien Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) 7. Anything contained herein or in any of the Secured Credit First Lien Documents to the contrary notwithstanding (but subject to Section 1.01(bSections 2.1(b) and 2.11(c)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral or Equity Release Proceeds received by any First Lien Secured Party Claimholder or received by the Applicable Collateral Agent or any First Lien Secured Party Claimholder pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingfollowing clause THIRD below) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Shared Collateral or Equity Release Proceeds and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any Grantor under any First Lien Document being collectively referred to as “Proceeds”), subject to the ABL Intercreditor Agreement, shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral received by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Pari Documents to the contrary notwithstanding (but subject to Section 1.01(bSections 2.01(b) and 2.11(b)), if an Event of Default has occurred and is continuing, continuing and (i) the Applicable Collateral Agent Representative or any Pari Secured Party is taking action to enforce rights in respect of any Shared Collateral, or (ii) any distribution (including any adequate protection payment) is made in respect of any Shared Collateral in any Bankruptcy Case Insolvency or Liquidation Proceeding of any Grantor or (iii) any First Lien Pari Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, THEN (A) the proceeds of any sale, other disposition, collection or other liquidation of any such Shared Collateral received by any First Lien Pari Secured Party or on account of such enforcement of rights, (B) the proceeds of any such distribution and (C) any payment received by the Applicable Collateral Agent Representative or any First Lien Pari Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distributionproceeds, distribution or payment, to the sentence immediately followingfollowing clause (iii) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreementbelow) (all proceeds of any salesuch proceeds, collection or other liquidation of any Collateral distributions and all proceeds of any such distribution payments described in the foregoing clauses (A) through (C) being collectively referred to as “Proceeds”)) shall, shall in each case, be applied by the Applicable Collateral Agent Representative in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case Insolvency or Liquidation Proceeding of any Grantor or any First Lien Secured Party receives any payment or distribution pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party or received by the Applicable Collateral Agent or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds or payments of any such distribution (subject, in the case of any such distribution, proceeds or payments to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all payments, distributions, proceeds of any sale, collection or other liquidation of any Collateral and all proceeds or payments, of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit Senior Documents to the contrary notwithstanding (but subject to Section 1.01(b)1.3), if an Event of Default has occurred and is continuing, and (i) the Applicable Collateral Agent Representative (or any Senior Claimholder) is taking action to enforce rights in respect of any Shared the Common Collateral and/or Exclusive Collateral, or (ii) any distribution is made in respect of the Common Collateral and/or Exclusive Collateral (including any Shared Collateral adequate protection payments) in any Bankruptcy Case Insolvency or Liquidation Proceeding of any Grantor or (iii) an Event of Default has occurred and is continuing and any First Lien Secured Party Senior Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared the Common Collateral and/or Exclusive Collateral, then (x) the proceeds of any sale, collection or other liquidation of any such Shared Common Collateral by any First Lien Secured Party or Exclusive Collateral received by the Applicable Representative (or a Senior Claimholder) on account of such enforcement of rights, (y) any distribution in respect of any Common Collateral Agent or Exclusive Collateral received in any First Lien Secured Party Bankruptcy Case of any Grantor or (z) any payment received by such Senior Claimholder pursuant to any such intercreditor agreement or otherwise with respect to such Shared any Common Collateral and proceeds of any such distribution or Exclusive Collateral (subject, in the case of any such distributiondistribution or payment, to the sentence immediately followingfollowing clause (iii) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreementbelow) (all proceeds of any sale, collection or other liquidation of any Common Collateral or Exclusive Collateral and all proceeds of any such distribution or payment being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

Priority of Claims. (a) Anything contained herein or in any of the Secured Credit First Lien Documents to the contrary notwithstanding (but subject to Section 1.01(bSections 2.01(b) and 2.11(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Secured Party Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral or Equity Release Proceeds received by any First Lien Secured Party Claimholder or received by the Applicable Collateral Agent or any First Lien Secured Party Claimholder pursuant to any such intercreditor agreement or otherwise with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately followingfollowing clause THIRD below) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Shared Collateral or Equity Release Proceeds and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any Grantor under any First Lien Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order: