Common use of Actions Upon Dissolution Clause in Contracts

Actions Upon Dissolution. In the event of any Insolvency Proceeding, then upon any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, to any of its creditors (including without limitation the Subordinated Creditors) the Discharge of ABL Obligations shall occur first before the holders of the Subordinated Indebtedness shall be entitled to retain any assets (other than Exempt Last Out Loan Proceeds) so paid or distributed in respect of the Subordinated Indebtedness (for principal, premium, interest or otherwise) and, to that end, the holders of the ABL Obligations shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character (other than Exempt Last Out Loan Proceeds as provided in Sections 4.15(h) and 11.5 of the ABL Credit Agreement), whether in cash or property or securities that would, but for these Subordination Terms, be paid or delivered to the Subordinated Creditors. The Subordinated Creditors shall provide to the ABL Agent (on behalf of the ABL Secured Parties) all information and documents necessary to present claims or seek enforcement with respect to the Subordinated Indebtedness and will duly and promptly take such action as the ABL Agent (on behalf of the ABL Secured Parties) may request (i) to collect the Subordinated Indebtedness for the account of the ABL Agent (on behalf of the ABL Secured Parties), other than Exempt Last Out Loan Proceeds, and (ii) to file appropriate claims or proofs of claim with respect thereto. No Subordinated Creditor, solely in its capacity as a Subordinated Creditor or Last Out Lender under the ABL Credit Agreement, shall take any action in any Insolvency Proceeding in any way so as to contest, and hereby waives any rights it may have to contest (a) the validity or enforceability of any of the ABL Loan Documents, (b) the rights and duties of the ABL Agent and the ABL Secured Parties established in any of the ABL Loan Documents or (c) the validity or enforceability of the subordination provisions set forth in this Agreement.

Actions Upon Dissolution. In the event of any Insolvency Proceedingdissolution or winding up or total or partial liquidation or reorganization of any Obligor (other than any such transaction not then constituting a continuing Default or Event of Default), whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, then upon any payment or distribution of assets of any such Obligor of any kind or character, whether in cash, property or securities, to any of its creditors (including without limitation the any Subordinated CreditorsCreditor) the Discharge of ABL any amounts (including interest, indemnities and fees) due or to become due, all Senior Obligations shall occur first be paid in full in cash before the holders of the any Subordinated Indebtedness Creditor shall be entitled to retain any assets (other than Exempt Last Out Loan Proceeds) so paid or distributed in respect of the Subordinated Indebtedness Obligations (for principal, premium, interest or otherwise) and, to that end, the holders of the ABL Obligations Senior Creditors shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character (other than Exempt Last Out Loan Proceeds as provided in Sections 4.15(h) and 11.5 of the ABL Credit Agreement)character, whether in cash or property or securities that would, but for the provisions of this Section 9.18(c) (these “Subordination Terms”), be paid or delivered to a Subordinated Creditor. If a Subordinated Creditor shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations at least 30 days prior to the deadline for any such filing, the Administrative Agent, on behalf of the Senior Creditors is hereby irrevocably authorized to vote and file proofs of claim and otherwise to act with respect to the Subordinated Obligations as the Administrative Agent, on behalf of the Senior Creditors, may deem appropriate using its reasonable discretion under the circumstances. The Each Subordinated Creditors Creditor shall provide to the ABL Agent (Administrative Agent, on behalf of the ABL Secured Parties) Senior Creditors, all information and documents necessary to present claims or seek enforcement with respect to the Subordinated Indebtedness as aforesaid and will duly and promptly take such action as the ABL Administrative Agent (on behalf of the ABL Secured Parties) may request (i) to collect the Subordinated Indebtedness Obligations for the account of the ABL Administrative Agent (on behalf of and the ABL Secured Parties), other than Exempt Last Out Loan Proceeds, Senior Creditors and (ii) to file appropriate claims or proofs of claim with respect thereto. No If the Administrative Agent does not exercise its right to vote the Subordinated CreditorObligations or otherwise act in any such reorganization proceeding as set forth in this clause (ii) (including the right to vote to accept or reject any plan of partial or complete liquidation, solely in its capacity as a reorganization, arrangement, composition or extension), no Subordinated Creditor or Last Out Lender under the ABL Credit Agreement, shall take any action in any Insolvency Proceeding or vote in any way so as to contest, and hereby waives any rights it may have to contest (a) the validity or enforceability of any of the ABL Loan Documents, (b) the rights and duties of the ABL Administrative Agent and the ABL Secured Parties Senior Creditors established in any of the ABL Loan Documents or (c) the validity or enforceability of the subordination provisions set forth in this AgreementSection 9.18(c).

Actions Upon Dissolution. In the event of any Insolvency Proceedingdissolution or winding up or total or partial liquidation or reorganization of any Obligor (other than any such transaction not then constituting a continuing Default), whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, then upon any payment or distribution of assets (including, without limitation, debt or equity interests issued by such Obligor or any successor thereto) of any such Obligor of any kind or character, whether in cash, property or securities, to any of its creditors (including without limitation the any Subordinated CreditorsCreditor) the Discharge of ABL any amounts (including interest, indemnities and fees) due or to become due, all Senior Obligations shall occur first be paid in full in cash before the holders of the any Subordinated Indebtedness Creditor shall be entitled to retain any assets (other than Exempt Last Out Loan Proceeds) so paid or distributed in respect of the Subordinated Indebtedness Obligations (for principal, premium, interest or otherwise) and, to that end, the holders of the ABL Obligations Senior Creditors shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character (other than Exempt Last Out Loan Proceeds as provided in Sections 4.15(h) and 11.5 of the ABL Credit Agreement)character, whether in cash or property or securities that would, but for the provisions of this Section 9.16(c)(ii) (these “Subordination Terms”), be paid or delivered to a Subordinated Creditor. If a Subordinated Creditor shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations at least 30 days prior to the deadline for any such filing, the Agent, on behalf of the Senior Creditors is hereby irrevocably authorized to vote and file proofs of claim and otherwise to act with respect to the Subordinated Obligations as the Agent, on behalf of the Senior Creditors, may deem appropriate using its reasonable discretion under the circumstances. The Each Subordinated Creditors Creditor shall provide to the ABL Agent (Agent, on behalf of the ABL Secured Parties) Senior Creditors, all information and documents necessary to present claims or seek enforcement with respect to the Subordinated Indebtedness as aforesaid and will duly and promptly take such action as the ABL Agent (on behalf of the ABL Secured Parties) may request (i) to collect the Subordinated Indebtedness Obligations for the account of the ABL Agent (on behalf of and the ABL Secured Parties), other than Exempt Last Out Loan Proceeds, Senior Creditors and (ii) to file appropriate claims or proofs of claim with respect thereto. No If the Agent does not exercise its right to vote the Subordinated CreditorObligations or otherwise act in any such reorganization proceeding as set forth in this clause (ii) (including the right to vote to accept or reject any plan of partial or complete liquidation, solely in its capacity as a reorganization, arrangement, composition or extension), no Subordinated Creditor or Last Out Lender under the ABL Credit Agreement, shall take any action in any Insolvency Proceeding or vote in any way so as to contest, and hereby waives any rights it may have to contest (aA) the validity or enforceability of any of the ABL Loan Documents, (bB) the rights and duties of the ABL Agent and the ABL Secured Parties Senior Creditors established in any of the ABL Loan Documents or (cC) the validity or enforceability of the subordination provisions set forth in this AgreementSection 9.16(c)(ii).

Actions Upon Dissolution. In the event of any Insolvency Proceedingdissolution or winding up or total or partial liquidation or reorganization of any Obligor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, then upon any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, to any of its creditors (including without limitation the a Subordinated CreditorsCreditor) the Discharge of ABL any amounts (including without limitation interest, indemnities and fees) due or to become due, all Senior Obligations shall occur first be paid in full in cash before the holders of the Subordinated Indebtedness shall be entitled to retain any assets (other than Exempt Last Out Loan Proceeds) so paid or distributed in respect of the Subordinated Indebtedness (for principal, premium, interest or otherwise) and, to that end, the holders of the ABL Senior Obligations shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character (other than Exempt Last Out Loan Proceeds as provided in Sections 4.15(h) and 11.5 of the ABL Credit Agreement)character, whether in cash or property or securities that would, but for these Subordination Terms, be paid or delivered to a Subordinated Creditor. If a Subordinated Creditor shall have failed to file claims or proofs of claim with respect to the Subordinated Creditors. The Subordinated Creditors shall provide Indebtedness at least 30 days prior to the ABL deadline for any such filing, the Administrative Agent (on behalf of the ABL Secured PartiesLenders) is hereby irrevocably authorized to vote and file proofs of claim and otherwise to act with respect to the Subordinated Indebtedness as the Administrative Agent may deem appropriate in its reasonable discretion. Each Subordinated Creditor shall provide to the Administrative Agent (on behalf of the Lenders) all information and documents necessary to present claims or seek enforcement with respect to the Subordinated Indebtedness as aforesaid and will duly and promptly take such action as the ABL Administrative Agent (on behalf of the ABL Secured PartiesLenders) may request (i) to collect the Subordinated Indebtedness for the account of the ABL Administrative Agent (on behalf of the ABL Secured Parties), other than Exempt Last Out Loan Proceeds, Lenders) and (ii) to file appropriate claims or proofs of claim with respect thereto. No If the Administrative Agent (on behalf of the Lenders) does not exercise its right to vote the Subordinated CreditorIndebtedness or otherwise act in any such reorganization proceeding as set forth in this Section 2.02 (including the right to vote to accept or reject any plan of partial or complete liquidation, solely in its capacity as a reorganization, arrangement, composition or extension), no Subordinated Creditor or Last Out Lender under the ABL Credit Agreement, shall take any action in any Insolvency Proceeding or vote in any way so as to contest, and hereby waives any rights it may have to contest (a) the validity or enforceability of any of the ABL Loan Documents, (b) the rights and duties of the ABL Administrative Agent and the ABL Secured Parties Lenders established in any of the ABL Loan Documents or (c) the validity or enforceability of the subordination provisions set forth in this Agreement.

Actions Upon Dissolution. In the event of any Insolvency Proceedingdissolution or winding up or total or partial liquidation or reorganization of the Borrower, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, then upon any payment or distribution of assets of any Obligor the Borrower of any kind or character, whether in cash, property or securities, to any of its creditors (including without limitation the Subordinated CreditorsNewCo) the Discharge of ABL any amounts (including interest, indemnities and fees) due or to become due, all Senior Obligations shall occur first be paid in full in cash before the holders of the Subordinated Indebtedness NewCo shall be entitled to retain any assets (other than Exempt Last Out Loan Proceeds) so paid or distributed in respect of the Subordinated Indebtedness Obligations (for principal, premium, interest or otherwise) and, to that end, the holders of the ABL Obligations Senior Creditors shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character (other than Exempt Last Out Loan Proceeds as provided in Sections 4.15(h) and 11.5 of the ABL Credit Agreement)character, whether in cash or property or securities that would, but for the provisions of this Section 3.18 (these Subordination Terms“SUBORDINATION TERMS”), be paid or delivered to NewCo. If NewCo shall have failed to file claims or proofs of claim with respect to the Subordinated CreditorsObligations at least 10 days prior to the deadline for any such filing, each Senior Creditor is hereby irrevocably authorized to file proofs of claim and otherwise to act with respect to the Subordinated Obligations as such Senior Creditor may deem appropriate in its reasonable discretion. The Subordinated Creditors NewCo shall provide to the ABL Administrative Agent (on behalf of and the ABL Secured Parties) Senior Creditors all information and documents necessary to present claims or seek enforcement with respect to the Subordinated Indebtedness as aforesaid and will duly and promptly take such action as the ABL Administrative Agent (on behalf of or the ABL Secured Parties) Senior Creditors may request (i) to collect the Subordinated Indebtedness Obligations for the account of the ABL Administrative Agent (on behalf of and the ABL Secured Parties), other than Exempt Last Out Loan Proceeds, Senior Creditors and (ii) to file appropriate claims or proofs of claim with respect thereto. No Subordinated CreditorIf the Administrative Agent or the Senior Creditors do not exercise their right to act in any reorganization proceeding as set forth in this clause (b) (including the right to vote to accept or reject any plan of partial or complete liquidation, solely in its capacity as a Subordinated Creditor reorganization, arrangement, composition or Last Out Lender under the ABL Credit Agreementextension), NewCo shall not take any action in any Insolvency Proceeding or vote in any way so as to contest, and hereby waives any rights it may have to contest (ax) the validity or enforceability of any of the ABL Loan Credit Documents, (by) the rights and duties of the ABL Administrative Agent and the ABL Secured Parties Senior Creditors established in any of the ABL Loan Credit Documents or (cz) the validity or enforceability of the subordination provisions set forth in this AgreementSection 3.18.