Common use of Continuing Priority Clause in Contracts

Continuing Priority. This Agreement shall be applicable both before and after the commencement of any Insolvency Proceeding and all converted or succeeding cases in respect thereof. The relative rights of the Senior Agent and the Noteholder Collateral Agent in or to any distributions from or in respect of any Collateral or Proceeds of Collateral shall continue after the commencement of any Insolvency Proceeding. Accordingly, the provisions of this Agreement are intended to be and shall be enforceable by the Senior Agent and the Noteholder Collateral Agent as a subordination agreement within the meaning of any Insolvency Statute, including under Section 510 of the Bankruptcy Code. In the event that, in the circumstances contemplated by this Section 4.a, and notwithstanding the foregoing provisions of this Section 4.a, the Noteholder Collateral Agent or any Noteholder shall have received any payment or distribution from or in respect of any Collateral or Proceeds of Collateral (whether in cash, securities, assets, by setoff, or otherwise) that it is not entitled to receive under the provisions of this Agreement, then and in such event such payment or distribution shall be segregated and held in trust for the benefit of and immediately shall be paid over to the Senior Agent in accordance with Section 6 of this Agreement.