Common use of Payment Upon Dissolution, Etc Clause in Contracts

Payment Upon Dissolution, Etc. (a) Without in any way limiting the provisions of Section 2.02, upon the occurrence of any Bankruptcy Event in respect of the Borrower: (i) the Subordinated Lender and Borrower agree that: (A) the Senior Lender shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all of the Senior Obligations before the Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Obligations (whether in respect of principal, interest, premium, fees, indemnities, commissions, or otherwise); and (B) any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, to which Subordinated Lender would be entitled, shall be paid or delivered by the Borrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender for application against the Senior Obligations (in accordance with the terms of the Senior Loan Documents), to the extent necessary to pay in full all Senior Obligations, before any payment or distribution shall be made to Subordinated Lender, and (x) Subordinated Lender hereby unconditionally authorizes, empowers and directs all trustees, receivers, custodians, conservators, or any other Persons having authority over the property of the Borrower to effect delivery of all such payments and distributions to the Senior Lender and (y) Subordinated Lender agrees to execute and deliver to the Senior Lender such further instruments as may be requested by the Senior Lender to confirm the authorization referred to in the foregoing clause (x); and (ii) the Subordinated Lender irrevocably authorizes and empowers the Senior Lender to: (A) demand, s▇▇ for, collect and receive every payment or distribution on account of any of the Subordinated Obligations payable or deliverable in connection with such event or proceeding, until the Senior Obligations are paid in full, and give acquittance therefor; and (B) file claims and proofs of claim in any such Bankruptcy Proceeding and take such other actions, in its own name, or in the name of the 6 Subordinated Lender or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; and, in furtherance thereof, the Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request; provided that, in each case, the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action. (b) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by or come into the custody, control or possession of the Subordinated Lender in respect of the Subordinated Debt, the Subordinated Lender shall forthwith deliver the same to the Senior Lender for application against the Senior Obligations, in the exact form received, duly endorsed to the Senior Lender, if required, in each case to be applied to the payment or prepayment of the applicable Senior Obligations in accordance with the terms of the applicable Senior Loan Documents until such Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the Subordinated Lender.

Payment Upon Dissolution, Etc. Each Subordinated Lender shall agree that, in the event of (a) Without any insolvency or bankruptcy case, or proceeding, arrangement, reorganization or similar event in connection therewith, relative to the Debtor and its creditors as such, or to its assets, or (b) any way limiting liquidation, dissolution or other winding up of the provisions of Section 2.02Debtor, upon or any equivalent or analogous procedure under the occurrence laws of any Bankruptcy Event jurisdiction in respect which the Debtor is incorporated, domiciled or resident or carries on business or has assets, or (c) any assignment for the benefit of creditors or other marshaling of assets and liabilities of the Borrower: (i) Debtor, the Subordinated Lender and Borrower agree that: (A) the Senior Lender Secured Parties shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all of the Senior Debt Obligations before the any Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Obligations (whether in respect of principalDebt and, interestto that end, premium, fees, indemnities, commissions, or otherwise); and (B) any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, to character which Subordinated Lender would be entitled, shall be paid or delivered by the Borrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender for application against the Senior Obligations (in accordance with the terms of the Senior Loan Documents), to the extent necessary to pay in full all Senior Obligations, before any payment or distribution shall be made to Subordinated Lender, and (x) Subordinated Lender hereby unconditionally authorizes, empowers and directs all trustees, receivers, custodians, conservators, or any other Persons having authority over the property of the Borrower to effect delivery of all such payments and distributions to the Senior Lender and (y) Subordinated Lender agrees to execute and deliver to the Senior Lender such further instruments as may be requested by the Senior Lender to confirm the authorization referred to in the foregoing clause (x); and (ii) the Subordinated Lender irrevocably authorizes and empowers the Senior Lender to: (A) demand, s▇▇ for, collect and receive every payment or distribution on account of any of the Subordinated Obligations payable or deliverable in connection with such event or proceeding, until the Senior Obligations are paid in full, and give acquittance therefor; and (B) file claims and proofs of claim in any such Bankruptcy Proceeding and take such other actions, in its own name, or in the name of the 6 Subordinated Lender or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; and, in furtherance thereof, the Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request; provided that, in each case, the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action. (b) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by or come into the custody, control or possession of the Subordinated Lender in respect of the Subordinated Debt, Debt in any such event shall instead be paid or delivered to the Subordinated Lender shall forthwith deliver U.S. Collateral Agent on behalf of the same Secured Parties for application (subject to the terms of the Intercreditor Agreement) to the Senior Lender for application against Debt Obligations, whether or not then due, until such time as the Senior Obligations, in the exact form received, duly endorsed to the Senior Lender, if required, in each case to be applied to the payment or prepayment of the applicable Senior Debt Obligations shall have been fully and indefeasibly paid and satisfied in accordance with the terms Intercreditor Agreement and the other Secured Financing Documents. Each Subordinated Lender additionally agrees to instruct the trustee in bankruptcy, liquidator, assignee or other person distributing the assets of the applicable Debtor or their proceeds to pay distributions on the Subordinated Debt to the U.S. Collateral Agent on behalf of the Secured Parties until the Senior Loan Documents until such Senior Obligations are Debt is indefeasibly paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the Subordinated Lender.

Payment Upon Dissolution, Etc. (a) Without in any way limiting 6.1 Until the provisions of Section 2.02Termination Date, upon the occurrence any payment or distribution of all or substantially all assets or securities of any Bankruptcy Event in respect of the Borrower: Borrowers of any kind or character, whether in cash, property or securities, whether upon any dissolution or winding up or total or partial liquidation or reorganization of any of the Borrowers, or otherwise, whether pursuant to the voluntary or involuntary bankruptcy, insolvency, receivership or other proceedings, (ieach such event a "Bankruptcy Event") the Subordinated Lender and Borrower agree that: (A) the Senior Lender shall be entitled to receive payment in full of all amounts due or to become due on or in respect of upon all of the Senior Obligations shall first be paid in full, before the Subordinated Lender Creditor shall be entitled to receive any payment on account of Obligations of Borrowers to Creditor. Until the Subordinated Termination Date, before any payment may be made by or on behalf of the Borrowers on Obligations (whether in respect of principalBorrowers to Creditor upon any dissolution, interestwinding up, premium, fees, indemnities, commissions, liquidation or reorganization or otherwise); and (B) , any payment or distribution of assets or securities of any of the Borrower Borrowers of any kind or character, whether in cash, property or securities, to which Subordinated Lender Creditor would be entitled, but for the provisions of this Section 6.1, shall be paid or delivered made by the Borrower, Borrowers or by any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person similar person making such payment or distribution, or by Creditor if received by Creditor, directly to Lender under the Senior Lender for application against Loan Documents. 6.2 Until the Termination Date, to the extent any payment in respect of the Senior Obligations (whether by or on behalf of Borrowers, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in accordance with the terms of bankruptcy, liquidating trustee, agent or other similar persons under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the Senior Loan Documents)Obligations or, part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. Until the Termination Date, to the extent necessary the obligation to pay repay Senior Obligations is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been affected) shall be deemed to be reinstated and outstanding as Senior Obligations for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. 6.3 Until the Termination Date, in full all Senior Obligationsthe event that, before notwithstanding any other provision of this Agreement prohibiting payment or distribution, any payment or distribution shall be made to Subordinated Lender, and (x) Subordinated Lender hereby unconditionally authorizes, empowers and directs all trustees, receivers, custodians, conservators, of assets or any other Persons having authority over the property of the Borrower to effect delivery of all such payments and distributions to the Senior Lender and (y) Subordinated Lender agrees to execute and deliver to the Senior Lender such further instruments as may be requested by the Senior Lender to confirm the authorization referred to in the foregoing clause (x); and (ii) the Subordinated Lender irrevocably authorizes and empowers the Senior Lender to: (A) demand, s▇▇ for, collect and receive every payment or distribution on account securities of any of the Subordinated Obligations payable Borrowers of any kind or deliverable character, whether in connection with cash, property or securities, shall be received by any Creditor at a time when such event payment or proceeding, until distribution is prohibited by this Agreement and before all obligations in respect of the Senior Obligations are paid in full, and give acquittance therefor; and (B) file claims and proofs of claim in any such Bankruptcy Proceeding and take such other actions, in its own name, or in the name of the 6 Subordinated Lender or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; and, in furtherance thereof, the Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request; provided that, in each case, the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action. (b) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by or come into the custody, control or possession of the Subordinated Lender in respect of the Subordinated Debt, the Subordinated Lender shall forthwith deliver the same to the Senior Lender for application against the Senior Obligations, in the exact form received, duly endorsed to the Senior Lender, if required, in each case to be applied to the payment or prepayment of the applicable Senior Obligations in accordance with the terms of the applicable Senior Loan Documents until such Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be received and held in express trust by for the Subordinated benefit of, and shall, promptly after such Creditor's receipt thereof, be paid over or delivered to, Lender as for application to the property payment of the Senior Lender, segregated from other funds and property held by the Subordinated LenderObligations remaining unpaid until all such Senior Obligations have been paid in full.