Common use of Continuing Priority Clause in Contracts

Continuing Priority. This Agreement shall be applicable both before and after the filing or commencement of any Insolvency Proceeding in respect of any Obligor and all converted or succeeding cases or proceedings in respect thereof. The relative rights of the Agents and the Lenders in or to any distributions from or in respect of any Collateral or Proceeds of Collateral, shall continue after the filing or commencement of any such Insolvency Proceeding on the same basis as prior to the date of the filing or commencement of such Insolvency Proceeding, subject to any court order approving the financing of, or use of Cash Collateral by, any Obligor as debtor-in-possession. Second Lien Agent acknowledges and agrees that, in the event of a distribution of any notes or other debt securities under a plan of reorganization, compromise or arrangement, or a proposal under any Insolvency Proceeding in respect of any Obligor (such notes or other debt securities, “Reorganization Debt Securities”) to each of (i) First Lien Agent or the First Lien Lenders and (ii) Second Lien Agent or the Second Lien Lenders, any Lien securing such Reorganization Debt Securities received by Second Lien Agent or the Second Lien Lenders shall be subordinated to any Lien securing the Reorganization Debt Securities received by First Lien Agent or the First Lien Lenders to the same extent that the Liens securing the Second Lien Indebtedness are subordinated to the Liens securing First Lien Indebtedness pursuant to the terms of this Agreement.

Continuing Priority. This Agreement shall be applicable both before and after the filing or commencement of any Insolvency Proceeding in respect of any Obligor and all converted or succeeding cases or proceedings in respect thereof. The relative rights of the Agents and the Lenders in or to any distributions from or in respect of any Collateral or Proceeds of Collateral, Collateral shall continue after the filing or commencement of any such Insolvency Proceeding on the same basis as prior to the date of the filing or commencement of such Insolvency Proceeding, subject to any court order approving the financing of, or use of Cash Collateral by, any Obligor as debtor-in-possession. The Second Lien Agent acknowledges and agrees that, in the event of a distribution of any notes or other debt securities under a plan of reorganization, compromise or arrangement, or a proposal under any Insolvency Proceeding in respect of any Obligor (such notes or other debt securities, “Reorganization Debt Securities”) to each of (i) the First Lien Agent or the First Lien Lenders and (ii) the Second Lien Agent or the Second Lien Lenders, any Lien securing such Reorganization Debt Securities received by the Second Lien Agent or the Second Lien Lenders shall be subordinated to any Lien securing the Reorganization Debt Securities received by the First Lien Agent or the First Lien Lenders to the same extent that the Liens securing the Second Lien Indebtedness are subordinated to the Liens securing the First Lien Indebtedness pursuant to the terms of this Agreement.

Continuing Priority. This Agreement shall be applicable both before and after the filing or commencement of any Insolvency Proceeding in with respect of to any Obligor and all converted or succeeding cases or proceedings in respect thereof. The relative rights of the First Lien Agent, First Lien Co-Agent, Junior Agents and the Lenders in or to any distributions from or in respect of any Collateral or Proceeds of Collateral, shall continue after the filing or commencement of any such Insolvency Proceeding thereof on the same basis as prior to the date of the filing or commencement of such Insolvency Proceedingpetition, subject to any court order approving the financing of, or use of Cash Collateral cash collateral by, the Borrowers or any other Obligor as debtor-in-possession. Second Each Junior Lien Agent acknowledges and agrees that, in the event of a distribution of any notes or other debt securities under a plan of reorganization, compromise or arrangement, or a proposal reorganization under any such Insolvency Proceeding in respect of any Obligor (such notes or other debt securities, “Reorganization Debt Securities”) to each of (i) First Lien Agent, First Lien Co-Agent or and the First Lien Lenders and (ii) Second such Junior Lien Agent or and the Second Junior Lien LendersLenders for which it is agent, any Lien securing such Reorganization Debt Securities received by Second such Junior Lien Agent or and the Second Junior Lien Lenders shall be subordinated to any Lien securing the Reorganization Debt Securities received by First Lien Agent, First Lien Co-Agent or and the First Lien Lenders on terms acceptable to the same extent that the Liens securing the Second Lien Indebtedness are subordinated to the Liens securing First Lien Indebtedness pursuant to Agent, First Lien Co-Agent and the terms of this AgreementFirst Lien Lenders.