Common use of Events of Subordination Clause in Contracts

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower, the Lenders and the Senior Creditors shall be entitled to receive payment in full of the Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Non-Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Non-Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Non-Affiliate Subordinated Debt) shall be paid or delivered directly to Credit Suisse First Boston, as Agent under the Credit Agreements for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. For purposes of this Section "property or securities" of the Borrower shall not be deemed to include shares of stock of the Borrower as reorganized or readjusted, or securities of the Borrower or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated to the Obligations at least to the extent provided in this Section to the payment of all Obligations that may at the time be outstanding, provided, however, that (i) the Obligations are assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the Lenders under the Credit Agreements and of the Senior Creditors under the Senior Debt Documents are not, without their consent, altered by such reorganization or readjustment.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in a proceeding under any bankruptcy, reorganization, dissolution, insolvency, arrangement, reorganization, receivership, relief administration or other similar case or proceeding under any Federal or State bankruptcy liquidation or similar law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrowerany Obligor or otherwise, the Lenders and the Senior Creditors Secured Parties shall be entitled to receive payment in full of the Obligations before the any Subordinated Creditor is entitled to receive any payment of all or any of the Non-Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Non-Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Non-Affiliate Subordinated Debt) shall be paid or delivered directly to Credit Suisse First Bostonthe Person designated for such purpose pursuant to the First/Second Lien Intercreditor Agreement, as Agent under the Credit Agreements ABL/Term Loan Intercreditor Agreement and any Other Intercreditor Agreement (the “Applicable Representative”) for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations of the Lenders and the Senior Creditors, Secured Parties for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the ABL/Term Loan Intercreditor Agreement, the First/Second Lien Intercreditor Agreement and any Other Intercreditor Agreement, until the Obligations shall have been paid in full. For purposes of this Section "property or securities" of the Borrower shall not be deemed to include shares of stock of the Borrower as reorganized or readjusted, or securities of the Borrower or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated to the Obligations at least to the extent provided in this Section to the payment of all Obligations that may at the time be outstanding, provided, however, that (i) the Obligations are assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the Lenders under the Credit Agreements and of the Senior Creditors under the Senior Debt Documents are not, without their consent, altered by such reorganization or readjustment.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal federal or State state bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the BorrowerBorrower or otherwise, the Lenders and the Senior Creditors shall be entitled to receive payment in full of the their respective Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Non-Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Non-Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Non-Affiliate Subordinated Debt) shall be paid or delivered directly to Credit Suisse First BostonCitibank, as Agent under the Credit Agreements Agreement, for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors or for any group of the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. For purposes of this Section "property or securities" of the Borrower shall not be deemed to include shares of stock of the Borrower as reorganized or readjusted, or securities of the Borrower or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated to the Obligations at least to the extent provided in this Section to the payment of all Obligations that may at the time be outstanding, provided, however, that (i) the Obligations are assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the Lenders under the Credit Agreements and of the Senior Creditors under the Senior Debt Documents are not, without their consent, altered by such reorganization or readjustment.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower, the Lenders and the Senior Creditors shall be entitled to receive payment in full of the Obligations before the Subordinated Creditor is entitled to receive any payment of all or any of the Non-Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Non-Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling (including any payment that may be payable by reason of any other Debt of the Borrower being subordinated to payment of the Non-Affiliate Subordinated Debt) shall be paid or delivered directly to Credit Suisse First BostonCitibank, N.A., as Agent under the Credit Agreements for the account of the Lenders, and to the Senior Creditors or to a trustee or other agent for the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full. For purposes of this Section "property or securities" of the Borrower shall not be deemed to include shares of stock of the Borrower as reorganized or readjusted, or securities of the Borrower or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated to the Obligations at least to the extent provided in this Section to the payment of all Obligations that may at the time be outstanding, provided, however, that (i) the Obligations are assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the Lenders under the Credit Agreements and of the Senior Creditors under the Senior Debt Documents are not, without their consent, altered by such reorganization or readjustment.

Events of Subordination. (a) In the event of any ----------------------- dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower or of its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, liquidation, winding up, dissolution, relief or other similar case action or proceeding under any Federal or State bankruptcy bankruptcy, insolvency or similar law or statute protecting creditors in effect in any jurisdiction, or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower, the Lenders and or any other similar action or proceeding (each, an "Insolvency Event"), the Senior Creditors shall be entitled to receive ---------------- payment in full of the Senior Obligations owed to them before the Subordinated Creditor is Creditors shall be entitled to receive any payment of all or any of the Non-Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Non-Affiliate Subordinated Debt in any such case, proceeding, assignment or marshaling Insolvency Event (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower being subordinated to payment of the Non-Affiliate Subordinated Debt) shall be paid or delivered directly to Credit Suisse First Boston(w) the Agent, as Agent or (x) after the payment in full of all of the Senior Secured Obligations, any Senior Creditor holding "Senior Obligations" under Section 1(i)(A)(2) hereof (all such Senior Creditors being the "Hedge Senior Creditors"), or (y) after the payment in full of all ---------------------- Obligations referred in the foregoing clause (x), the Trustee under the Credit Agreements Senior Subordinated Note Indenture for the benefit of the Senior Creditors holding "Senior Obligations" under Section 1(i)(A)(3) hereof (all such Senior Creditors being the "Other Senior Creditors") or, (z) after the payment in full of all of ---------------------- the Obligations referred in the foregoing clause (y), any Senior Creditor (the "Senior Representative"), for the account of the Lenders, and to (i) the Senior Creditors or to a trustee or other agent for the holding --------------------- Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Secured Obligations of the Lenders and the Senior Creditors, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Senior Secured Obligations owed to the applicable Senior Creditors until the such Senior Secured Obligations shall have been paid in full. For purposes of this Section "property or securities" of the Borrower shall not be deemed to include shares of stock of the Borrower as reorganized or readjusted, or securities of the Borrower or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated to the Obligations at least to the extent provided in this Section to the payment of all Obligations that may at the time be outstanding, provided, however, that (i) the Obligations are assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights Hedge Senior Creditors for application in the same manner for the ratable payment or prepayment of the Lenders under Obligations referred to in Section 1(i)(A)(2) hereof owed to the Credit Agreements and Hedge Senior Creditors until such Obligations shall have been paid in full, (iii) the Other Senior Creditors for application in the same manner for the ratable payment or prepayment of the Obligations referred to in Section 1(i)(A)(3) hereof owed to the Other Senior Creditors under until such Obligations shall have been paid in full, or (iv) the remaining Senior Debt Documents are not, without their consent, altered by Creditors for application in the same manner for the ratable payment or prepayment of the remaining Senior Obligations owed to the remaining Senior Creditors until such reorganization or readjustmentremaining Senior Obligations shall have been paid in full.

Events of Subordination. (a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of the Borrower any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Federal or State bankruptcy or similar law Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshaling marshalling of the assets and liabilities of the Borrowerany Obligor or otherwise, the Lenders and the holders of Senior Creditors Indebtedness shall be entitled to receive payment in full of the Obligations Senior Indebtedness before the any Subordinated Creditor is entitled to receive any payment of all or any of the Non-Affiliate Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities) ), that otherwise would be payable or deliverable upon or with respect to the Non-Affiliate Subordinated Debt in any such case, proceeding, assignment assignment, marshalling or marshaling otherwise (including any payment that may be payable by reason of any other Debt indebtedness of the Borrower such Obligor being subordinated to payment of the Non-Affiliate Subordinated Debt) shall be paid or delivered directly to Credit Suisse First Boston, as the Administrative Agent under the Credit Agreements for the account ratable benefit of the Lenders, and to the holders of Senior Creditors or to a trustee or other agent for the Senior Creditors (any such trustee or agent being referred to herein as a "Representative") which may be listed on Schedule I hereto, pro rata according to the principal amount of the Obligations of the Lenders and the Senior Creditors, Indebtedness for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the ratable payment or prepayment of the Obligations Senior Indebtedness until the Senior Obligations Discharge with respect to such Senior Indebtedness shall have been paid occurred. (b) No payment in full. For purposes of this Section "property or securities" respect of the Borrower Subordinated Debt shall be made unless each of the following conditions shall be satisfied: (i) as of the date of any such cash payment and after giving effect thereto, no Event of Default shall have occurred and be continuing, (ii) Liquidity for the immediately preceding 30 consecutive day period, determined on a pro forma basis as if such payment was made on the first day of such period, shall not be deemed to include shares of stock of the Borrower as reorganized or readjusted, or securities of the Borrower or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated to the Obligations at least to the extent provided in this Section to the payment of all Obligations that may at the time be outstanding, provided, however, that (i) the Obligations are assumed by the new corporation, if any, resulting from any such reorganization or readjustmentless than $15,000,000, and (iiiii) on the rights date and after giving effect to such payment, on a pro forma basis, Liquidity shall not be less than $15,000,000. (c) No Subordinated Creditor shall, directly or indirectly, seek to collect from any Obligor any of the Lenders under the Credit Agreements and Subordinated Debt or exercise any rights or remedies in respect of the Senior Creditors under the Senior Debt Documents are not, without their consent, altered by such reorganization or readjustmentSubordinated Debt. SECTION 3.