Common use of Effectiveness in Insolvency Proceedings Clause in Contracts

Effectiveness in Insolvency Proceedings. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be applicable both before and after the filing of any petition by or against any of the Loan Parties under the Bankruptcy Code or comparable foreign laws and all converted or succeeding cases in respect thereof, and all references herein to any Loan Party shall be deemed to apply to the trustee for such Loan Party and such Loan Party as a debtor-in-possession. The relative rights of (a) the Revolving Facility Agent and the other Revolving Facility Secured Parties and (b) the Term Facility Agent and the other Term Facility Secured Parties in or to any distributions from or in respect of any Common Collateral or proceeds of Common Collateral, shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, any Loan Party as a debtor-in-possession. If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any Revolving Facility Priority Collateral of the reorganized debtor are distributed both on account of Revolving Facility Obligations and on account of Term Facility Obligations, then, to the extent such debt obligations are secured by Liens upon any Revolving Facility Priority Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to any plan effected pursuant to an Insolvency Proceeding and will apply with like effect to the Liens securing such debt obligations.

Effectiveness in Insolvency Proceedings. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be applicable both before and after the filing of any petition by or against any of the Loan Debtor Parties under the Bankruptcy Code or comparable foreign laws and all converted or succeeding cases in respect thereof, and all references herein to any Loan Party Grantor shall be deemed to apply to the trustee for such Loan Party Grantor and such Loan Party Grantor as a debtor-in-possession. The relative rights of (a) the Revolving Facility ABL Agent and the other Revolving Facility ABL Secured Parties and (b) the Term Facility Indenture Agent and the other Term Facility Indenture Secured Parties in or to any distributions from or in respect of any Common Collateral or proceeds of Common Collateral, shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, any Loan Party Grantor as a debtor-in-possession. If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any Revolving Facility ABL Priority Collateral of the reorganized debtor are distributed both on account of Revolving Facility ABL Obligations and on account of Term Facility Indenture Obligations, then, to the extent such debt obligations are secured by Liens upon any Revolving Facility ABL Priority Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to any plan effected pursuant to an Insolvency Proceeding and will apply with like effect to the Liens securing such debt obligations. If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any Indenture Priority Collateral of the reorganized debtor are distributed both on account of Indenture Obligations and on account of ABL Obligations, then, to the extent such debt obligations are secured by Liens upon any Indenture Priority Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to any plan effected pursuant to an Insolvency Proceeding and will apply with like effect to the Liens securing such debt obligations.

Effectiveness in Insolvency Proceedings. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be applicable both before and after the filing of any petition by or against any of the Loan Parties under the Bankruptcy Code or comparable foreign laws and all converted or succeeding cases in respect thereof, and all references herein to any Loan Party shall be deemed to apply to the trustee for such Loan Party and such Loan Party as a debtor-in-possession. The relative rights of (a) the Revolving Facility ABL Agent and the other Revolving Facility ABL Secured Parties and (b) the Term Facility Loan Agent and the other Term Facility Loan Secured Parties in or to any distributions from or in respect of any Common Collateral or proceeds of Common Collateral, shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, any Loan Party as a debtor-in-possession. If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any Revolving Facility ABL Priority Collateral of the reorganized debtor are distributed both on account of Revolving Facility ABL Obligations and on account of Term Facility Loan Obligations, then, to the extent such debt obligations are secured by Liens upon any Revolving Facility ABL Priority Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to any plan effected pursuant to an Insolvency Proceeding and will apply with like effect to the Liens securing such debt obligations. If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any Term Loan Priority Collateral of the reorganized debtor are distributed both on account of Term Loan Obligations and on account of ABL Obligations, then, to the extent such debt obligations are secured by Liens upon any Term Loan Priority Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to any plan effected pursuant to an Insolvency Proceeding and will apply with like effect to the Liens securing such debt obligations.

Effectiveness in Insolvency Proceedings. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be applicable both before and after the filing of any petition by or against any of the Loan Parties under the Bankruptcy Code or comparable foreign laws and all converted or succeeding cases in respect thereof, and all references herein to any Loan Party shall be deemed to apply to the trustee for such Loan Party and such Loan Party as a debtor-in-possession. The relative rights of (a) the Revolving Facility U.S. Revolver Collateral Agent and the other Revolving Facility U.S. Revolver Secured Parties and Parties, (b) the Term Facility Collateral Agent and the other Term Facility Loan Secured Parties and (c) the International Collateral Agent and the International Secured Parties in or to any distributions from or in respect of any Common Collateral or proceeds of Common Collateral, shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, any Loan Party as a debtor-in-possession. If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any Revolving Facility Priority U.S. Revolver First Lien Collateral of the reorganized debtor are distributed both on account of Revolving Facility Obligations and on account each of Term Facility the Obligations, then, to the extent such debt obligations are secured by Liens upon any Revolving Facility Priority U.S. Revolver First Lien Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to any plan effected pursuant to an Insolvency Proceeding and will apply with like effect to the Liens securing such debt obligations. If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any Term Loan First Lien Collateral of the reorganized debtor are distributed on account of each of the Obligations, then, to the extent such debt obligations are secured by Liens upon any Term Loan First Lien Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to any plan effected pursuant to an Insolvency Proceeding and will apply with like effect to the Liens securing such debt obligations.

Effectiveness in Insolvency Proceedings. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy CodeCode (or the equivalent under other applicable Bankruptcy Laws), shall be applicable both before and after the filing of any petition by or against any of the Loan Parties Grantors under the any Bankruptcy Code Law or comparable foreign laws and all converted or succeeding cases in respect thereof, and all references herein to any Loan Party Grantor shall be deemed to apply to the receiver, receiver-manager, administrative receiver, administrator, liquidator, sequestrator or trustee (or similar official) for such Loan Party Grantor and such Loan Party Grantor as a debtor-in-possession. The relative rights of (a) the Revolving Facility First Lien Collateral Agent and the other Revolving Facility First Lien Secured Parties, (b) the Second Lien Collateral Agent and the other Second Lien Secured Parties and (bc) the Term Facility Third Lien Collateral Agent and the other Term Facility Third Lien Secured Parties in or to any distributions from or in respect of any Common Collateral or proceeds of Common Collateral, shall continue after the filing thereof on the LEGAL_US_E # 147945921.11 same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, any Loan Party Grantor as a debtor-in-possession. If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any Revolving Facility Priority Collateral of the reorganized debtor are distributed both on account of Revolving Facility the First Lien Obligations, the Second Lien Obligations and on account of Term Facility the Third Lien Obligations, then, to the extent such debt obligations are secured by Liens upon any Revolving Facility Priority Collateral, then the provisions of this Agreement will survive the distribution of such debt obligations pursuant to any plan effected pursuant to an Insolvency Proceeding and will apply with like effect to the Liens securing such debt obligations.

Effectiveness in Insolvency Proceedings. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be applicable effective both before and after the filing of any petition by or against any of the Loan Parties under the Bankruptcy Code or comparable foreign laws and all converted or succeeding cases in respect thereof, ; and all references herein to any Loan Party shall be deemed to apply to the trustee for such Loan Party and such Loan Party as a debtor-in-possession. The relative rights of (ai) the Revolving Facility ABL Agent and the other Revolving Facility ABL Secured Parties and (bii) the Term Facility Agent and the other Term Facility Secured Parties in or to any distributions from or in respect of any Common Collateral or proceeds Proceeds of Common Collateral, Collateral shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, any Loan Party as a debtor-in-possession. If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any Revolving Facility ABL Priority Collateral of the reorganized debtor are distributed both on account of Revolving Facility ABL Obligations and on account of Term Facility Obligations, then, to the extent such debt obligations are secured by Liens upon any Revolving Facility ABL Priority Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to any plan effected pursuant to an Insolvency Proceeding and will apply with like effect to the Liens securing such debt obligations. Commensurately, if in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any Term Priority Collateral of the reorganized debtor are distributed both on account of ABL Obligations and on account of Term Obligations, then, to the extent such debt obligations are secured by Liens upon any Term Priority Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to any plan effected pursuant to an Insolvency Proceeding and will apply with like effect to the Liens securing such debt obligations.

Effectiveness in Insolvency Proceedings. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section section 510(a) of the Bankruptcy Code, shall be applicable both before effective before, during and after the filing commencement of any petition by or against any an Insolvency Proceeding. Upon the commencement of the Loan Parties under the Bankruptcy Code or comparable foreign laws and all converted or succeeding cases in respect thereofan Insolvency Proceeding, and all references herein in this Agreement to any Loan Party Grantor shall be deemed to apply to the trustee for include such Loan Party and such Loan Party Grantor as a debtor-in-possessionpossession and any receiver or trustee for such Grantor in any Insolvency Proceeding, and the rights and obligations hereunder of the First Priority Secured Parties and the Second Priority Secured Parties with respect to each Type of Collateral shall be fully enforceable as between such parties regardless of the pendency of Insolvency Proceedings or any related limitations on the enforcement of this Agreement against any Grantor. The Notwithstanding Section 1129(b)(1) of the Bankruptcy Code, the relative rights of (a) the Revolving Facility Agent and the other Revolving Facility LC Secured Parties and (b) the Term Facility Agent and the other Term Facility LC Secured Parties in or to any distributions from or in respect of any Common Collateral or proceeds of Common Collateral, Proceeds shall continue after the commencement of any Insolvency Proceeding involving any Grantor, including the filing thereof of any petition by or against any Grantor under the Bankruptcy Code and all converted cases and subsequent cases, on the same basis as prior to the date of the petitionsuch commencement, subject to any court order approving the financing of, or use of cash collateral by, any Loan Party Grantor as a debtor-in-possession. If, in or any Insolvency Proceeding, debt obligations other court order affecting the rights and interests of the reorganized debtor secured by Liens upon any Revolving Facility parties hereto not in conflict with this Agreement. References to Collateral in this Agreement shall include assets of the Grantors that but for the application of Section 552 of the Bankruptcy Code would constitute LC Priority Collateral of the reorganized debtor are distributed both on account of Revolving Facility Obligations and on account of Term Facility Obligations, then, to the extent such debt obligations are secured by Liens upon any Revolving Facility or LC Priority Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to any plan effected pursuant to an Insolvency Proceeding and will apply with like effect to the Liens securing such debt obligations.