Common use of Priority of Claims Clause in Contracts

Priority of Claims. If an Event of Default (as defined in the Credit Agreement or any Additional First Lien Document) has occurred and is continuing, and (x) the Controlling Collateral Agent (as defined below) or (subject to the terms of the First Lien Parity Intercreditor Agreement) any First Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral in accordance with the terms of the applicable Secured Credit Documents, (y) any distribution is made in respect of any Shared Collateral in any insolvency or Liquidation Proceeding of any grantor (including any adequate protection payments) or (z) any First Lien Secured Party receives any payment pursuant to any other intercreditor agreement (other than the First Lien Parity Intercreditor Agreement) with respect to any Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party, (ii) of any distribution received by the Controlling Collateral Agent or any First Lien Secured Party in any insolvency or liquidation proceedings case of any grantor with respect to such Shared Collateral (including any adequate protection payments) (iii) and of any such payment to which the First Lien Obligations are entitled under any intercreditor agreement with respect to the Shared Collateral (other than the First Lien Parity Intercreditor Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such payment or distribution being collectively referred to as “Proceeds”), will be applied (i) FIRST, to the payment in full of all amounts then due and owing to the Credit Agreement Collateral Agent and each other collateral agent named in the First Lien Parity Intercreditor Agreement or any joinder agreement thereto (in its capacity as such) in connection with such collection or sale or otherwise in connection with the First Lien Parity Intercreditor Agreement or any other Secured Credit Document, (ii) SECOND, to the payment in full of the First Lien Obligations then due and payable of each series secured by a valid and perfected lien on such Shared Collateral on a ratable basis, with such Proceeds to be applied to the First Lien Obligations then due and payable of a given series in accordance with the terms of the applicable Secured Credit Documents; provided, that following the commencement of any insolvency or liquidation proceeding with respect to the Borrower or any other grantor, solely as among the First Lien Secured Parties and solely for purposes of this clause SECOND and not any other Secured Credit Documents, in the event the value of the Shared Collateral is not sufficient for the entire amount of post-petition interest on the First Lien Obligations to be allowed under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding, the amount of First Lien Obligations of each series of First Lien Obligations shall include only the maximum amount of post-petition interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding and (iii) THIRD, to the applicable Loan Parties or to whomever may be lawfully entitled to receive the same as a court of competent jurisdiction may direct.

Priority of Claims. If an Event (a) Anything contained herein or in any of Default the Senior Subordinated Priority Debt Documents to the contrary notwithstanding (as defined in the Credit Agreement or any Additional First Lien Document) has occurred and is continuing, and (x) the Controlling Collateral Agent (as defined below) or (but subject to the terms of the First Lien Parity Intercreditor Agreement) Section 14.06), if any First Lien Senior Subordinated Secured Party is taking action to enforce rights in respect of any Senior Subordinated Priority Shared Collateral in accordance with the terms of the applicable Secured Credit DocumentsCollateral, (y) or any distribution is made in respect of any Senior Subordinated Priority Shared Collateral in any insolvency Insolvency or Liquidation Proceeding of the Borrower or any grantor (including other Debtor, or any adequate protection payments) or (z) any First Lien Senior Subordinated Secured Party receives any payment pursuant to any other intercreditor agreement (other than the First Lien Parity Intercreditor Agreement) this Agreement with respect to any Senior Subordinated Priority Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Senior Subordinated Priority Shared Collateral by any First Lien Senior Subordinated Secured Party, (ii) of any distribution Party or received by the Controlling Collateral Agent or any First Lien Senior Subordinated Secured Party in any insolvency or liquidation proceedings case of any grantor pursuant to this Agreement with respect to such Shared Collateral (including any adequate protection payments) (iii) and of any such payment to which the First Lien Obligations are entitled under any intercreditor agreement with respect to the Shared Collateral (other than the First Lien Parity Intercreditor Agreement) (all proceeds of any sale, collection or other liquidation of any Senior Subordinated Priority Shared Collateral and all proceeds of any such payment or distribution being collectively referred (subject, in the case of any such distribution, to as the sentence immediately following) to which the Senior Subordinated Priority Debt Obligations are entitled (together the “Senior Subordinated Collateral Proceeds”), will shall be applied (i) FIRSTfirst, to the payment in full in cash of all fees, expenses and other amounts then due and owing to the Credit Agreement Collateral Agent Designated Senior Subordinated Priority Representative and each other collateral agent named Senior Subordinated Party Representative (in the First Lien Parity Intercreditor Agreement or any joinder agreement thereto (each case in its capacity as such) in connection with such collection or sale or otherwise in connection with pursuant to the First Lien Parity Intercreditor Agreement or terms of any other Secured Credit Senior Subordinated Priority Debt Document, (ii) SECONDand second, subject to Section 14.06, to the payment in full in cash of the First Lien Senior Subordinated Priority Debt Obligations then due and payable of each series secured by a valid and perfected lien on such Shared Collateral Series on a ratable basisbasis to the extent that Series consists of Senior Subordinated Parties, with such Proceeds proceeds to be applied to the First Lien Senior Subordinated Priority Debt Obligations then due and payable of a given series Series in accordance with the terms of the applicable Secured Credit Senior Subordinated Priority Debt Documents; provided. Notwithstanding the foregoing, that following the commencement of any insolvency or liquidation proceeding with respect to any Senior Subordinated Priority Shared Collateral for which a third party (other than a Senior Subordinated Secured Party) has a lien or security interest that is junior in priority to the Borrower or security interest of any Series of Senior Subordinated Priority Debt Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other grantorSeries of Senior Subordinated Priority Debt Obligations (such third party, solely as among the First Lien Secured Parties and solely for purposes of this clause SECOND and not any other Secured Credit Documentsa “Senior Subordinated Priority Intervening Creditor”), in the event the value of the any Senior Subordinated Priority Shared Collateral is not sufficient for or Proceeds which are allocated to such Senior Subordinated Priority Intervening Creditor shall be deducted on a ratable basis solely from the entire amount of post-petition interest on the First Lien Obligations Senior Subordinated Priority Collateral or proceeds to be allowed under Section 506(a) and (b) distributed in respect of the Bankruptcy Code or any other applicable provision Series of the Bankruptcy Code or other bankruptcy law in Senior Subordinated Priority Debt Obligations with respect to which such insolvency or liquidation proceeding, the amount of First Lien Obligations of each series of First Lien Obligations shall include only the maximum amount of post-petition interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding and (iii) THIRD, to the applicable Loan Parties or to whomever may be lawfully entitled to receive the same as a court of competent jurisdiction may directImpairment exists.

Priority of Claims. If an Event of Default (as defined in the Credit Agreement or any Additional First Second Lien Document) has occurred and is continuing, and (x) the Controlling Collateral Agent (as defined below) or (subject to the terms of the First Second Lien Parity Intercreditor Agreement) any First Second Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral in accordance with the terms of the applicable Secured Credit Documents, (y) any distribution is made in respect of any Shared Collateral in any insolvency or Liquidation Proceeding bankruptcy case of any grantor (including any adequate protection payments) or (z) any First Second Lien Secured Party receives any payment pursuant to any other intercreditor agreement (other than the First Second Lien Parity Intercreditor Agreement) with respect to any Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Shared Collateral by any First Second Lien Secured Party, (ii) of any distribution received by the Controlling Collateral Agent or any First Second Lien Secured Party in any insolvency or liquidation proceedings bankruptcy case of any grantor with respect to such Shared Collateral (including any adequate protection payments) and (iii) and of any such payment to which the First Second Lien Obligations are entitled under any intercreditor agreement with respect to the Shared Collateral (other than the First Second Lien Parity Intercreditor Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such payment or distribution being collectively referred to as “Proceeds”), will be applied (i) FIRST, to the payment in full of all amounts then due and owing to the Credit Agreement Collateral Agent and each other collateral agent named in the First Second Lien Parity Intercreditor Agreement or any joinder agreement thereto (in its capacity as such) in connection with such collection or sale or otherwise in connection with the First Second Lien Parity Intercreditor Agreement or any other Secured Credit Document, (ii) SECOND, to the payment in full of the First Second Lien Obligations then due and payable of each series secured by a valid and perfected lien on such Shared Collateral on a ratable basis, with such Proceeds to be applied to the First Second Lien Obligations then due and payable of a given series in accordance with the terms of the applicable Secured Credit Documents; provided, that following the commencement of any insolvency or liquidation proceeding with respect to the Borrower or any other grantor, solely as among the First Lien Secured Parties and solely for purposes of this clause SECOND and not any other Secured Credit Documents, in the event the value of the Shared Collateral is not sufficient for the entire amount of post-petition interest on the First Lien Obligations to be allowed under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding, the amount of First Lien Obligations of each series of First Lien Obligations shall include only the maximum amount of post-petition interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding Documents and (iii) THIRD, to the applicable Loan Parties or to whomever may be lawfully entitled to receive the same as a court of competent jurisdiction may direct. CONTROLLING COLLATERAL AGENT: Until the earlier of (x) the Discharge of Credit Agreement Obligations (to be defined in the Second Lien Parity Intercreditor Agreement) and (y) the Non-Controlling Authorized Representative Enforcement Date (as defined below), the Credit Agreement Collateral Agent will be the Controlling Collateral Agent. From and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Additional Second Lien Collateral Agent (as defined below) will be the Controlling Collateral Agent. Pursuant to the terms of the Second Lien Parity Intercreditor Agreement, only the Controlling Collateral Agent (acting upon the instructions of the Applicable Authorized Representative (as defined below)) will act or refrain from acting with respect to any Shared Collateral. For so long as the Credit Agreement Collateral Agent is the Controlling Collateral Agent, no Additional Second Lien Secured Party will or will instruct any collateral agent to, and neither the Additional Second Lien Collateral Agent nor any other collateral agent that is not the Controlling Collateral Agent will, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral. Notwithstanding the equal priority of the Liens securing each series of Second Lien Obligations, the Controlling Collateral Agent may deal with the Shared Collateral as if such Controlling Collateral Agent had a senior Lien on such Collateral. No Non-Controlling Authorized Representative (as defined below) or Non- Controlling Secured Party (to be defined in the Second Lien Parity Intercreditor Agreement) will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party (to be defined in the Second Lien Parity Intercreditor Agreement) or any other exercise by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party of any rights and remedies relating to the Shared Collateral, or to cause the Controlling Collateral Agent to do so.

Priority of Claims. If (a) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Pari Passu Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the Pari Passu Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 10.03), each Pari Passu Secured Party hereby agrees that the Liens securing each Series of Pari Passu Obligations on any Shared Collateral shall be of equal priority and, with respect to that portion of the Shared Collateral securing the Existing Secured Bond Obligations pursuant to any Pari Passu Security Document, the Liens securing each Series of Pari Passu Obligations shall be of equal priority. (b) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 10.03), if an Event of Default (as defined in the Credit Agreement or any Additional First Lien Document) has occurred and is continuing, continuing and (xi) the Controlling Collateral Agent (as defined below) or (subject to the terms of the First Lien Parity Intercreditor Agreement) any First Lien Pari Passu Secured Party is taking action to enforce rights in respect of any Shared Collateral (an “Enforcement Action”), (ii) any distribution is made to the Collateral Agent or any Pari Passu Secured Party in respect of any Shared Collateral in any Bankruptcy Case of the Borrower or any other Grantor (a “Bankruptcy Distribution”) or (iii) the Collateral Agent or any Pari Passu Secured Party receives any payment in respect of Pari Passu Obligations pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral (an “Other Intercreditor Payment”), then the proceeds of (A) any such Enforcement Action, (B) any such Bankruptcy Distribution and/or (C) any such Other Intercreditor Payment (subject, in the case of each of clauses (A), (B) and (C), to the sentence immediately following) (all proceeds described in the preceding clauses (A), (B) and (C), and all proceeds thereof being collectively referred to as “Proceeds”), shall be applied (i) FIRST, to the payment of all amounts owing to the Collateral Agent (in its capacity as such) pursuant to the terms of any Secured Credit Document, (ii) SECOND, subject to Section 10.03, to the payment in full of the Pari Passu Obligations of each Series, but in the case of the Existing Secured Bond Obligations only to the extent secured by such Shared Collateral on a ratable basis in accordance with the terms of the applicable Secured Credit Documents, (y) any distribution is made in respect of any Shared Collateral in any insolvency or Liquidation Proceeding of any grantor (including any adequate protection payments) or (z) any First Lien Secured Party receives any payment pursuant to any other intercreditor agreement (other than the First Lien Parity Intercreditor Agreement) with respect to any Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party, (ii) of any distribution received by the Controlling Collateral Agent or any First Lien Secured Party in any insolvency or liquidation proceedings case of any grantor with respect to such Shared Collateral (including any adequate protection payments) (iii) and of any such payment to which the First Lien Obligations are entitled under any intercreditor agreement with respect to the Shared Collateral (other than the First Lien Parity Intercreditor Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such payment or distribution being collectively referred to as “Proceeds”), will be applied (i) FIRST, to the payment in full of all amounts then due and owing to the Credit Agreement Collateral Agent and each other collateral agent named in the First Lien Parity Intercreditor Agreement or any joinder agreement thereto (in its capacity as such) in connection with such collection or sale or otherwise in connection with the First Lien Parity Intercreditor Agreement or any other Secured Credit Document, (ii) SECOND, to the payment in full of the First Lien Obligations then due and payable of each series secured by a valid and perfected lien on such Shared Collateral on a ratable basis, with such Proceeds to be applied to the First Lien Obligations then due and payable of a given series in accordance with the terms of the applicable Secured Credit Documents; provided, that following the commencement of any insolvency or liquidation proceeding with respect to the Borrower or any other grantor, solely as among the First Lien Secured Parties and solely for purposes of this clause SECOND and not any other Secured Credit Documents, in the event the value of the Shared Collateral is not sufficient for the entire amount of post-petition interest on the First Lien Obligations to be allowed under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding, the amount of First Lien Obligations of each series of First Lien Obligations shall include only the maximum amount of post-petition interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding Documents and (iii) THIRD, after payment of all Pari Passu Obligations, to the applicable Loan Parties Borrower and the other Grantors or their successors or assigns, as their interests may appear, or to whomever whosoever may be lawfully entitled to receive the same same, or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Pari Passu Secured Party) has a lien or security interest that is junior in priority to the security interest of any Series of Pari Passu Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Pari Passu Obligations (such third party an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Pari Passu Obligations with respect to which such Impairment exists. (c) It is acknowledged that the Pari Passu Obligations of any Series may, subject to the limitations set forth in the then extant Secured Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01 or the provisions of this Agreement defining the relative rights of the Pari Passu Secured Parties of any Series. (d) Notwithstanding anything in this Agreement or any other Pari Passu Security Documents to the contrary, Collateral consisting of cash collateral pledged to secure Existing Secured Obligations consisting of LC Reimbursement Obligations or otherwise held in the Cash Collateral Account pursuant to Section 2.04(j) of the Credit Agreement (or any equivalent successor provision) shall be applied as specified in such Section of the Credit Agreement and will not constitute Shared Collateral.

Priority of Claims. If an Event (a) Anything contained herein or in any of Default the Senior Subordinated Priority Debt Documents to the contrary notwithstanding (as defined in the Credit Agreement or any Additional First Lien Document) has occurred and is continuing, and (x) the Controlling Collateral Agent (as defined below) or (but subject to the terms of the First Lien Parity Intercreditor Agreement) Section 14.06), if any First Lien Senior Subordinated Secured Party is taking action to enforce rights in respect of any Senior Subordinated Priority Shared Collateral in accordance with the terms of the applicable Secured Credit DocumentsCollateral, (y) or any distribution is made in respect of any Senior Subordinated Priority Shared Collateral in any insolvency Insolvency or Liquidation Proceeding of the Borrower or any grantor (including other Debtor, or any adequate protection payments) or (z) any First Lien Senior Subordinated Secured Party receives any payment pursuant to any other intercreditor agreement (other than the First Lien Parity Intercreditor Agreement) this Agreement with respect to any Senior Subordinated Priority Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Senior Subordinated Priority Shared Collateral by any First Lien Senior Subordinated Secured Party, (ii) of any distribution Party or received by the Controlling Collateral Agent or any First Lien Senior Subordinated Secured Party in any insolvency or liquidation proceedings case of any grantor pursuant to this Agreement with respect to such Shared Collateral (including any adequate protection payments) (iii) and of any such payment to which the First Lien Obligations are entitled under any intercreditor agreement with respect to the Shared Collateral (other than the First Lien Parity Intercreditor Agreement) (all proceeds of any sale, collection or other liquidation of any Senior Subordinated Priority Shared Collateral and all proceeds of any such payment or distribution being collectively referred (subject, in the case of any such distribution, to as the sentence immediately following) to which the Senior Subordinated Priority Debt Obligations are entitled (together the “Senior Subordinated Collateral Proceeds”), will shall be applied (i) FIRSTfirst, to the payment in full in cash of all fees, expenses and other amounts then due and owing to the Credit Agreement Collateral Agent Designated Senior Subordinated Priority Representative and each other collateral agent named Senior Subordinated Party Representative (in the First Lien Parity Intercreditor Agreement or any joinder agreement thereto (each case in its capacity as such) in connection with such collection or sale or otherwise in connection with pursuant to the First Lien Parity Intercreditor Agreement or terms of any other Secured Credit Senior Subordinated Priority Debt Document, (ii) SECONDand second, subject to Section 14.06, to the payment in full in cash of the First Lien Senior Subordinated Priority Debt Obligations then due and payable of each series secured by a valid and perfected lien on such Shared Collateral Series on a ratable basisbasis to the extent that Series consists of Senior Subordinated Parties, with such Proceeds proceeds to be applied to the First Lien Senior Subordinated Priority Debt Obligations then due and payable of a given series Series in accordance with the terms of the applicable Secured Credit Senior Subordinated Priority Debt Documents; provided. Notwithstanding the foregoing, that following the commencement of any insolvency or liquidation proceeding with respect to any Senior Subordinated Priority Shared Collateral for which a third party (other than a Senior Subordinated Secured Party) has a lien or security interest that is junior in priority to the Borrower or security interest of any Series of Senior Subordinated Priority Debt Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other grantorSeries of Senior Subordinated Priority Debt Obligations (such third party, solely as among the First Lien Secured Parties and solely for purposes of this clause SECOND and not any other Secured Credit Documentsa “Senior Subordinated Priority Intervening Creditor”), in the event the value of the any Senior Subordinated Priority Shared Collateral is not sufficient for or Proceeds which are allocated to such Senior Subordinated Priority Intervening Creditor shall be deducted on a ratable basis solely from the entire amount of post-petition interest on the First Lien Obligations Senior Subordinated Priority Collateral or proceeds to be allowed under Section 506(a) and distributed in respect of the Series of Senior Subordinated Priority Debt Obligations with respect to which such Impairment exists. (b) Notwithstanding anything contained herein or in any of the Bankruptcy Code Senior Subordinated Priority Debt Documents to the contrary (but subject to Section 14.06), if any Senior Subordinated Priority Party receives any proceeds or distributions pursuant to Section 4.01 which do not constitute Senior Subordinated Collateral Proceeds, any such proceeds and distributions to which the Senior Subordinated Priority Debt Obligations are entitled, shall be applied first, to the payment in full in cash of all fees, expenses and other applicable provision amounts owing to each Senior Subordinated Priority Representative (in its capacity as such) pursuant to the terms of any Senior Subordinated Priority Debt Document, and second, subject to Section 14.06, to the payment in full in cash of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding, the amount of First Lien Senior Subordinated Priority Debt Obligations of each series Series on a ratable basis, with such proceeds to be applied to the Senior Subordinated Priority Debt Obligations of First Lien Obligations shall include only a given Series in accordance with the maximum amount of post-petition interest on the First Lien Obligations allowable under Section 506(a) and (b) terms of the Bankruptcy Code applicable Senior Subordinated Priority Debt Documents. (c) It is acknowledged that the Senior Subordinated Priority Debt Obligations of any Series may, subject to the limitations set forth in the then extant Senior Subordinated Priority Debt Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or any other applicable provision otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 14.01(a) or the provisions of this Agreement defining the relative rights of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding and (iii) THIRD, to the applicable Loan Senior Subordinated Priority Parties or to whomever may be lawfully entitled to receive the same as a court of competent jurisdiction may directany Series.

Priority of Claims. If an Event Notwithstanding the date, time, manner or order of Default (as defined in the Credit Agreement filing or recordation of any document or instrument or method of grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Additional First Lien Document) has occurred and is continuing, and (x) Second Priority Debt Parties on the Controlling Shared Collateral Agent (as defined below) or (subject of any Liens granted to the terms of the First Lien Parity Intercreditor Agreement) any First Lien Senior Representative or any other Senior Secured Party is taking action to enforce rights in respect of any Shared Collateral in accordance with the terms of the applicable Secured Credit Documents, (y) any distribution is made in respect of any Shared Collateral in any insolvency or Liquidation Proceeding of any grantor (including any adequate protection payments) or (z) any First Lien Secured Party receives any payment pursuant to any other intercreditor agreement (other than the First Lien Parity Intercreditor Agreement) with respect to any Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party, (ii) of any distribution received by the Controlling Collateral Agent or any First Lien Secured Party in any insolvency or liquidation proceedings case of any grantor with respect to such Shared Collateral (including any adequate protection payments) (iii) and of any such payment to which the First Lien Obligations are entitled under any intercreditor agreement with respect to on the Shared Collateral (other than the First Lien Parity Intercreditor Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such payment or distribution being collectively referred to as “Proceeds”), will be applied (i) FIRST, to the payment in full of all amounts then due and owing to the Credit Agreement Collateral Agent and each other collateral agent named in the First Lien Parity Intercreditor Agreement or any joinder agreement thereto (actual or alleged defect in its capacity as suchany of the foregoing) in connection with such collection and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or sale or otherwise in connection with the First Lien Parity Intercreditor Agreement any Senior Debt Document or any other Secured Credit Documentcircumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (iia) SECOND, to any Lien on the payment in full of the First Lien Obligations then due and payable of each series secured by a valid and perfected lien on such Shared Collateral securing or purporting to secure any Senior Obligations now or hereafter held by or on a ratable basis, with such Proceeds to be applied to the First Lien Obligations then due and payable of a given series in accordance with the terms of the applicable Secured Credit Documents; provided, that following the commencement behalf of any insolvency or liquidation proceeding with respect to the Borrower Senior Representative or any other grantorSenior Secured Party, solely as among the First regardless of how acquired, whether by xxxxx, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien Secured Parties and solely for purposes of this clause SECOND and not any other Secured Credit Documents, in the event the value of on the Shared Collateral is not sufficient for the entire amount of post-petition interest on the First Lien securing or purporting to secure any Second Priority Debt Obligations to be allowed under Section 506(a) and (b) any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative, regardless of how acquired, whether by xxxxx, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations. All Liens on the Shared Collateral securing or purporting to secure any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Obligations are subordinated to any Lien securing any other obligation of the Bankruptcy Code Company, any Grantor or any other applicable provision of the Bankruptcy Code Person or other bankruptcy law in such insolvency otherwise subordinated, voided, avoided, invalidated or liquidation proceeding, the amount of First Lien Obligations of each series of First Lien Obligations shall include only the maximum amount of post-petition interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding and (iii) THIRD, to the applicable Loan Parties or to whomever may be lawfully entitled to receive the same as a court of competent jurisdiction may directlapsed.

Priority of Claims. If Anything contained herein or in any of the Senior Debt Documents to the contrary notwithstanding (but subject to Sections 1.01(b) and 2.01(d) and (e)), if an Event of Default (as defined in the Credit Agreement or any Additional First Lien Document) has occurred and is continuing, and (x) the Controlling Senior Collateral Agent (as defined below) or (subject to the terms of the First Lien Parity Intercreditor Agreement) any First Lien Senior Secured Party is taking action to enforce rights in respect of any Shared Collateral in accordance with the terms of the applicable Secured Credit DocumentsCollateral, (y) or any distribution is made in respect of any Shared Collateral in any insolvency or Liquidation Bankruptcy Proceeding of any grantor (including Subsidiary Guarantor or any adequate protection payments) or (z) any First Lien Senior Secured Party receives any payment pursuant to any other intercreditor agreement (other than the First Lien Parity Intercreditor this Agreement) with respect to any Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Shared Senior Collateral by any First Lien Senior Secured Party, (ii) of any distribution Party or received by the Controlling Senior Collateral Agent or any First Lien Senior Secured Party in pursuant to any insolvency or liquidation proceedings case of any grantor such intercreditor agreement with respect to such Shared Collateral (including any adequate protection payments) (iii) and proceeds of any such payment distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Senior Obligations are entitled under any intercreditor agreement with respect to the Shared Collateral (other than the First Lien Parity Intercreditor this Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Senior Collateral and all proceeds of any such payment or distribution being collectively referred to as “Proceeds”), will shall be applied (i) at any time when the Collateral Trust and Intercreditor Agreement remains in effect, as provided in Section 4.01 of the Collateral Trust and Intercreditor Agreement, and (ii) at any other time, (A) FIRST, to the fees and expenses of, and reimbursements and indemnification owed to, the Senior Collateral Agent pursuant to the Senior Subsidiary Security Agreement and the Senior Credit Agreement that are unpaid as of the applicable date of receipt of such proceeds, and to any Senior Secured Party which has theretofore advanced or paid any such fees and expenses of, and reimbursements and indemnification owed to, the Senior Collateral Agent in an amount equal to the amount thereof so advanced or paid by such Senior Secured Party pro rata based on the amount of such fees, expenses, reimbursements and indemnifications (or such advances or payment), (B) SECOND, to reimburse any amounts owing to the Senior Collateral Agent pursuant to Section 8.03 of the Senior Subsidiary Security Agreement, (C) THIRD, subject to Sections 1.01(b) and 2.01(d) and (e), to the payment in full of all amounts the Senior Obligations then due and owing, pro rata based on the amount of Senior Obligations then due and owing (after giving effect to any payments previously made under this Section), until the Credit Agreement Collateral Agent Senior Obligation Payment Date, and each other collateral agent named in the First Lien Parity Intercreditor Agreement or any joinder agreement thereto (in its capacity as suchD) in connection with such collection or sale or otherwise in connection with the First Lien Parity Intercreditor Agreement or any other Secured Credit Document, (ii) SECONDFOURTH, to Rite Aid and the payment in full of the First Lien Obligations then due and payable of each series secured by a valid and perfected lien on such Shared Collateral on a ratable basisSubsidiary Guarantors or their successors or assigns, with such Proceeds to be applied to the First Lien Obligations then due and payable of a given series in accordance with the terms of the applicable Secured Credit Documents; providedas their interests may appear, that following the commencement of any insolvency or liquidation proceeding with respect to the Borrower or any other grantor, solely as among the First Lien Secured Parties and solely for purposes of this clause SECOND and not any other Secured Credit Documents, in the event the value of the Shared Collateral is not sufficient for the entire amount of post-petition interest on the First Lien Obligations to be allowed under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding, the amount of First Lien Obligations of each series of First Lien Obligations shall include only the maximum amount of post-petition interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding and (iii) THIRD, to the applicable Loan Parties or to whomever whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Senior Secured Party) has a lien or security interest that is junior in priority to the security interest of any Series of Senior Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Senior Obligations (such third party an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Senior Obligations with respect to which such third party lien or security interest exists.

Priority of Claims. If Subject to mandatory provisions of Norwegian law (including the Applicable Banking Regulations), in the event of a liquidation, dissolution or winding up of the Issuer by way of public administration (except, in any such case, an Event Excluded Winding up), claims of Default the holders of the Notes (including claims for any amounts attributable to the Notes and any damages awarded for breach of any obligations thereunder) will rank pari passu without any preference among themselves and, subject to applicable law (and subject as provided in Condition 2(d) below with respect to Legacy Subordinated Obligations), as either Qualifying Additional Tier 1 Obligations, Qualifying Tier 2 Obligations or Disqualified Additional Tier 1 Obligations (as defined applicable) in accordance with the Credit Agreement or any Additional First Lien Documentfollowing priority of claims (the "Priority of Claims"): (i) has occurred and is continuing, and Disqualified Tier 2 Obligations: claims in respect of Disqualified Tier 2 Obligations shall rank: (xA) the Controlling Collateral Agent (as defined below) or (subject to the terms of the First Lien Parity Intercreditor Agreement) any First Lien Secured Party is taking action to enforce rights pari passu with claims in respect of any Shared Collateral other Disqualified Tier 2 Obligations; (B) junior to claims in accordance respect of Non Preferred Senior Obligations; and (C) in priority to claims in respect of Disqualified Additional Tier 1 Obligations; (ii) Disqualified Additional Tier 1 Obligations: claims in respect of Disqualified Additional Tier 1 Obligations shall rank: (A) pari passu with the terms of the applicable Secured Credit Documents, (y) any distribution is made claims in respect of any Shared Collateral other Disqualified Additional Tier 1 Obligations; (B) junior to claims in any insolvency or Liquidation Proceeding respect of any grantor Disqualified Tier 2 Obligations; and (including any adequate protection paymentsC) or (z) any First Lien Secured Party receives any payment pursuant in priority to any other intercreditor agreement (other than the First Lien Parity Intercreditor Agreement) with claims in respect to any Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party, (ii) of any distribution received by the Controlling Collateral Agent or any First Lien Secured Party in any insolvency or liquidation proceedings case of any grantor with respect to such Shared Collateral (including any adequate protection payments) Qualifying Tier 2 Obligations; (iii) and Qualifying Tier 2 Obligations: claims in respect of Qualifying Tier 2 Obligations shall rank: (A) pari passu with claims in respect of any such payment other Qualifying Tier 2 Obligations; (B) junior to which the First Lien claims in respect of Disqualified Additional Tier 1 Obligations; and (C) in priority to claims in respect of Qualifying Additional Tier 1 Obligations; and (iv) Qualifying Additional Tier 1 Obligations: claims in respect of Qualifying Additional Tier 1 Obligations are entitled under any intercreditor agreement shall rank: (A) pari passu with claims in respect to the Shared Collateral (other than the First Lien Parity Intercreditor Agreement) (all proceeds of any sale, collection or other liquidation Qualifying Additional Tier 1 Obligations; (B) junior to claims in respect of any Shared Collateral Qualifying Tier 2 Obligations; and all proceeds of any such payment or distribution being collectively referred to as “Proceeds”), will be applied (i) FIRST, to the payment in full of all amounts then due and owing to the Credit Agreement Collateral Agent and each other collateral agent named in the First Lien Parity Intercreditor Agreement or any joinder agreement thereto (in its capacity as suchC) in connection with such collection or sale or otherwise priority to claims in connection with respect of (1) all classes of share capital of the First Lien Parity Intercreditor Agreement or Issuer and (2) any other Secured Credit Document, (ii) SECOND, to the payment in full obligations of the First Lien Obligations then due and payable Issuer which by their terms or operation of each series secured by a valid and perfected lien on such Shared Collateral on a ratable basis, with such Proceeds law rank junior to be applied to the First Lien Obligations then due and payable claims in respect of a given series in accordance with the terms of the applicable Secured Credit Documents; provided, that following the commencement of any insolvency or liquidation proceeding with respect to the Borrower or any other grantor, solely as among the First Lien Secured Parties and solely for purposes of this clause SECOND and not any other Secured Credit Documents, in the event the value of the Shared Collateral is not sufficient for the entire amount of post-petition interest on the First Lien Obligations to be allowed under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding, the amount of First Lien Obligations of each series of First Lien Obligations shall include only the maximum amount of post-petition interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding and (iii) THIRD, to the applicable Loan Parties or to whomever may be lawfully entitled to receive the same as a court of competent jurisdiction may direct.Qualifying Additional Tier 1