So long as the Discharge of First Lien Debt has not occurred, the Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies (including without limitation in connection with an Insolvency or Liquidation Proceeding), shall be applied in the following order of priority:

So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, thewhether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof receivedor any payment with respect thereto, including in connection with the saleany insurance policy claim or other disposition of, or collection on, such Collateral upon the exerciseany condemnation award (or deed in lieu of remedies (including without limitation in connection with an Insolvency or Liquidation Proceeding),condemnation) shall be appliedapplied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the following order of priority:Second Lien Documents.