Common use of Prior Payment of Senior Indebtedness in Bankruptcy, etc Clause in Contracts

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the event of any insolvency or bankruptcy proceedings relative to a Borrower or an Obligor, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of a Borrower or Obligor, or distribution or marshalling of a Borrower's or an Obligor's assets, or any composition with creditors of a Borrower, whether or not involving insolvency or bankruptcy, or if a Borrower shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an "Insolvency Event"), then all Senior Indebtedness shall be Paid in Full before any payment of any kind shall be made on account of any Subordinated Indebtedness; provided, however, that Subordinated Lender shall not be prohibited by the provisions hereof from receiving a distribution of Reorganization Subordinated Securities. Any such payment resulting from an Insolvency Event which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Senior Agent for the benefit of Senior Lenders until all Senior Indebtedness shall have been Paid in Full. Following the Payment in Full of the Senior Indebtedness, any payment of any kind which may be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the Subordinated Lenders for application in satisfaction of the Subordinated Indebtedness until such time as all the Subordinated Indebtedness shall have been paid in full in cash or another form acceptable to the Subordinated Lenders.

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the event of any insolvency or bankruptcy proceedings relative to a Borrower Company or an Obligorits property, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of a Borrower or Obligor, Company or distribution or marshalling of a Borrower's or an Obligor's assets, its assets or any composition with creditors of a BorrowerCompany, whether or not involving insolvency or bankruptcy, or if a Borrower Company shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an "Insolvency “Event"”), then all Senior Indebtedness shall be Paid indefeasibly paid in Full full and satisfied in cash and Senior Notes cancelled, all in accordance with the terms thereof before any payment of any kind Distribution shall be made on account of any Subordinated Indebtedness; provided, however, that Subordinated Lender shall not be prohibited by the provisions hereof from receiving a distribution of Reorganization Subordinated Securities. Any such payment resulting from an Insolvency Event Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Senior Agent for Lender or its representatives, in the benefit of Senior Lenders proportions in which they hold the same, until all amounts owing upon Senior Indebtedness shall have been Paid in Full. Following the Payment in Full of the Senior Indebtedness, any payment of any kind which may be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the Subordinated Lenders for application in satisfaction of the Subordinated Indebtedness until such time as all the Subordinated Indebtedness shall have been indefeasibly paid in full in cash or another form acceptable to and Senior Notes cancelled, all in accordance with the terms thereof. To be free from doubt, the Subordinated LendersLenders will not (i) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (ii) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (iii) contest, protest or object to any foreclosure proceeding, post-Petition financing (including debtor-in-possession financing), use of cash collateral or action brought by the Senior Lender or any other exercise by the Senior Lender of any rights and remedies under any Senior Lending Agreements. Subordinated Lenders will vote for and support, and will not object to or oppose, any sale or other disposition, including the proposed procedures of any such sale or other disposition, of any property securing all or any part of the Senior Notes free and clear of security interests, liens, or other claims of Subordinated Lender under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if Senior Lender has proposed or consented to such sale or disposition.

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the event of any insolvency or bankruptcy proceedings relative to a Borrower the Company or an Obligorany other Obligor or any of their respective property, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of a Borrower the Company or Obligor, any other Obligor or distribution or marshalling marshaling of a Borrower's or an Obligor's assets, its assets or any composition with creditors of a Borrowerthe Company or any other Obligor, whether or not involving insolvency or bankruptcy, or if a Borrower the Company or any other Obligor shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an "Insolvency Event"), ) then all Senior Indebtedness shall be Paid paid in Full full in cash and the Credit Agreement irrevocably terminated before any payment of any kind Distribution shall be made on account of any Subordinated Indebtedness; , provided, however, that Holders of Subordinated Lender Indebtedness may receive (and shall not be prohibited by entitled to retain) securities which are subordinate to (at least to the provisions hereof from receiving a distribution extent that the Subordinated Indebtedness is subordinate to the Senior Indebtedness pursuant to the terms hereof) the payment of Reorganization Subordinated Securitiesall Senior Indebtedness. Any such payment resulting from an Insolvency Event Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Senior Agent for the benefit of Senior Lenders or their representatives, in the proportions in which they hold the same, until all amounts owing upon the Senior Indebtedness shall have been Paid in Full. Following the Payment in Full of the Senior Indebtedness, any payment of any kind which may be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the Subordinated Lenders for application in satisfaction of the Subordinated Indebtedness until such time as all the Subordinated Indebtedness shall have been irrevocably paid in full in cash or another form acceptable to and the Subordinated LendersCredit Agreement and any letters of credit issued pursuant thereto have been irrevocably terminated.

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the event of any insolvency or bankruptcy proceedings relative to a any Borrower or an Obligorits property, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of a any Borrower or Obligor, or distribution or marshalling marshaling of a Borrower's or an Obligor's assets, its assets or any composition with creditors of a Borrowerits creditors, whether or not involving insolvency or bankruptcy, or if a any Borrower shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an a "Insolvency Bankruptcy Event"), ) then all Senior Indebtedness shall be Paid paid in Full full in cash and the Credit Agreement irrevocably terminated before any payment of any kind Distribution shall be made on account of any Subordinated Indebtedness; provided, however, that Subordinated Lender shall not be prohibited by the provisions hereof from receiving a distribution of Reorganization Subordinated Securities. Any such payment resulting from an Insolvency Event Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Senior Agent for the benefit of Senior Lenders until all Senior Indebtedness shall have been Paid in Full. Following the Payment in Full of the Senior Indebtedness, any payment of any kind which may be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the Subordinated Lenders for application Senior Lender or its representatives, in satisfaction of the Subordinated Indebtedness proportions in which they hold the Senior Indebtedness, until such time as all amounts owing upon the Subordinated Senior Indebtedness shall have been paid in full in cash or another form acceptable and the Credit Agreement has been irrevocably terminated. Notwithstanding anything to the contrary herein, including, without limitation, the provisions of the foregoing sentences of this paragraph (c), Holders of Subordinated LendersIndebtedness may receive (and shall be entitled to retain) securities which are subordinate to (at least to the extent that the Subordinated Indebtedness is subordinate to the Senior Indebtedness pursuant to the terms hereof) the payment of all Senior Indebtedness.

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the ------------------------------------------------------- event of any insolvency or bankruptcy proceedings relative to a Borrower MRM, MG, Newco or an Obligorany of their Subsidiaries or any of their respective property, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, or, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of a Borrower MRM, MG, Newco or Obligor, any of their Subsidiaries or distribution or marshalling marshaling of a Borrower's or an Obligor's assets, any of their respective assets or any composition with creditors of a BorrowerMRM, MG, Newco or any of their Subsidiaries, whether or not involving insolvency or bankruptcy, or if a Borrower MRM, MG, Newco or any of their Subsidiaries shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an "Insolvency Event"), in each case commenced or occurring during the Subordination Period, then all Senior Indebtedness shall be Paid paid in Full full in cash before any payment of any kind Distribution shall be made on account of any Subordinated Indebtedness; provided, however, that Subordinated Lender shall not be prohibited by the provisions hereof from receiving a distribution of Reorganization Subordinated Securities. Any such payment resulting from an Insolvency Event Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to the Senior Agent Representative for distribution to the benefit of Senior Lenders Debenture Holders in the proportions in which they hold the Debentures, until all amounts owing upon Senior Indebtedness shall have been Paid indefeasibly paid in Fullfull in cash. Following The Subordinated Indebtedness shall continue to be treated as Subordinated Indebtedness and the Payment in Full provisions of this Subordination Agreement shall continue to gov- ern the relative rights and priorities of the Debenture Holders and the Subordinated Lenders even if all or part of a payment made in respect of Senior IndebtednessIndebtedness during the Subordination Period, including in respect of any Debenture Holder's exercise of its right to have Debentures mandatorily redeemed pursuant to Section 3(b) of the Debentures, is subordinated, set aside, avoided or disallowed in connection with any such Event, and this Subordination Agreement shall be reinstated if at any time any payment of any kind which may be payable or deliverable in respect of the Subordinated Senior Indebtedness shall made during the Subordination Period is rescinded or must otherwise be paid returned by any Debenture Holder or delivered directly to the Subordinated Lenders for application in satisfaction any representative of the Subordinated Indebtedness until such time as all the Subordinated Indebtedness shall have been paid in full in cash or another form acceptable to the Subordinated LendersDebenture Holder.