Additional Provisions Concerning Subordination. (a) Each of the Subordinated Lender and the Debtors agrees that upon the occurrence of any Insolvency Event:
(i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and
(ii) any payment or distribution of assets of the Debtors, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender.
(b) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender in respect of the Subordinated Obligations, the Subordinated Lender forthwith shall deliver the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the 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.
Additional Provisions Concerning Subordination. Hallmark Cards and the Obligor agree as follows:
(a) In the event of (i) any dissolution, winding up, liquidation or reorganization of the Obligor or any Other Debtor (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of the Obligor or any Other Debtor, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of the Obligor or any Other Debtor or otherwise); or (ii) any Event of Default or an event which with notice and/or passage of time would constitute an Event of Default (as such term is defined in the Credit Agreement), or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations:
(i) all Senior Obligations (including, but not limited to, the obligation to provide cash collateral for outstanding L/C Exposure) shall first be paid to the Agent for the benefit of the Lenders and the Issuing Bank in full before any payment or distribution is made upon the principal of or interest on or any fees, costs, charges or expenses in connection with the Subordinated Obligations; and
(ii) any payment or distribution of assets of the Obligor or any Other Debtor, whether in cash, property or securities, to which any of the Subordinated Creditors would be entitled except for the provisions hereof, shall be paid or delivered by the Obligor or any Other Debtor, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other person making such payment or distribution, directly to the Agent for the benefit of the Lenders and the Issuing Bank, to the extent necessary to pay in full all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Agent for the benefit of the Lenders and the Issuing Bank before any payment or distribution is made to the Subordinated Creditors;
(b) All payments or distributions upon or with respect to the Subordinated Obligations which are received by the Subordinated Creditors contrary to the provisions of this Agreement shall be deemed to be the property of the Agent, shall be received in trust for the benefit of the Agent, shall be segregated from other funds and property held by the Subordinated Creditors and shall be forthwith paid over to the Agent in the same form as so received (with an...
Additional Provisions Concerning Subordination. (a) Payee and Maker agree that upon any payment or distribution of the assets of Maker upon a total or partial liquidation or a total or partial dissolution of Maker or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Maker or its property:
(i) all Senior Obligations shall be paid in full before any payment or distribution is made with respect to the Debt; and
(ii) any payment or distribution of assets of Maker, whether in cash, property or securities, to which Payee would be entitled except for the provisions hereof, shall be paid or delivered by Maker, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other person or entity making such payment or distribution, directly to the holders of the Senior Obligations or their representative, ratably in accordance with the amounts thereof, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution shall be made to Payee.
(b) If any payment or distribution from the assets of Maker, whether consisting of money, property or securities, be collected or received by Payee in respect of the Debt, except payments of principal or interest permitted to be made at the time of payment as provided in Section 4.1(b) (ii)(x) above, Payee forthwith shall deliver the same to the holders of the Senior Obligations or their representative, ratably in accordance with the amounts thereof, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by Payee as the property of such holders of the Senior Obligations, segregated from other funds and property held by Payee.
Additional Provisions Concerning Subordination. (a) The Secured Party and the Debtor agree that upon any payment or distribution of the assets of the Debtor upon a total or partial liquidation or a total or partial dissolution of the Debtor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Debtor or its property:
(i) without limitation on Section 2.2(b)(ii), all Senior Obligations shall be paid in full before any payment or distribution is made to, or any foreclosure or realization upon the Collateral is effected by, the Secured Party by reason of its rights under this Security Agreement; and
(ii) any payment or distribution of assets of the Debtor, whether in cash, property or securities, to which the Secured Party would be entitled except for the provisions hereof, shall be paid or delivered by the Debtor, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other person or entity making such payment or distribution, directly to the holders of the Senior Obligations or their representative, ratably in accordance with the amounts thereof, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution shall be made to the Secured Party.
(b) If any payment or distribution from the assets of the Debtor, whether consisting of money, property or securities, be collected or received by the Secured Party in respect of its rights under this Security Agreement, the Secured Party forthwith shall deliver the same to the holders of the Senior Obligations or their representative, ratably in accordance with the amounts thereof, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Secured Party as the property of such holders of the Senior Obligations, segregated from other funds and property held by the Secured Party.
Additional Provisions Concerning Subordination. The Subordinated Lender and the Obligors further hereby agree that upon the occurrence of any Insolvency Event:
(a) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made by or with the assets of any of the Obligors with respect to any of the Subordinated Obligations; provided however, that distributions of Reorganization Subordinated Securities in accordance with Section 11(h) shall be permitted prior to repayment in full of the Senior Obligations; and
(b) any payment or distribution of assets of any Obligor, whether in kind, cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Obligors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Agent, for its benefit and the benefit of the Senior Lenders, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender.
Additional Provisions Concerning Subordination. Each Subordinated Lender and the Company hereby agree as follows: (a) In the event of any dissolution, winding up, liquidation, arrangement or reorganization relating to the Company, whether in any bankruptcy, insolvency, arrangement, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, any payment or distribution of any kind excluding any Subordinated Note Issuances owing to any Subordinated Lender (whether in cash, securities or other property) which otherwise would be payable or deliverable upon or with respect to the Subordinated Debt shall be paid or delivered directly to the holders or owners of the Senior Debt for application (in the case of cash) to, or as collateral (in the case of securities or other non-cash property) for, the payment or prepayment of the Senior Debt until the Senior Debt shall have been paid in full (excluding indemnity obligations under the Senior Debt Documents that are contingent and for which no claim has been asserted).
Additional Provisions Concerning Subordination. (a) The Subordinated Lender and the Borrowers agree that upon the occurrence of any Insolvency Event:
(i) all Senior Obligations shall be paid in full before any payment or distribution (other than a distribution of securities which are subordinate to the payment of all Senior Obligations then outstanding) is made with respect to the Subordinated Obligations; and
(ii) any payment or distribution of assets of a Borrower, whether in cash, property or securities (other than a distribution of securities which are subordinate
Additional Provisions Concerning Subordination. (a) The Subordinated Lender and the Borrower agree that upon the occurrence of any Insolvency Event:
(1) all Senior Obligations shall be paid in full before any payment or distribution is made with respect to the Subordinated Obligations; and
(2) any payment or distribution of assets of the Borrower, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, 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 the account of the Senior Lender, to the
Additional Provisions Concerning Subordination. (i) The Sponsors and each Credit Party agree that upon the occurrence of any Insolvency Event:
(A) all Bank Obligations shall be paid in full in cash before any payment or distribution is made with respect to the Sponsor Obligations; and
(B) any payment or distribution of assets of any Credit Party, whether in cash, property or securities, to which any Sponsor would be entitled except for the provisions hereof shall be paid or delivered by such Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Administrative Agent, for the account of the Banks, to the extent necessary to pay in full in cash all Bank Obligations, before any payment or distribution shall be made to any Sponsor.
(ii) If any payment or distribution, whether consisting of money, property or securities, be collected or received by any Sponsor in respect of the Sponsor Obligations, such Sponsor forthwith shall deliver the same to the Administrative Agent for the account of the Banks, in the form received, duly endorsed to the Administrative Agent, if required, to be applied to the payment or prepayment of the Bank Obligations until the Bank Obligations are paid in full in cash. Until so delivered, such payment or distribution shall be held in trust by such Sponsor as the property of the Banks, segregated from other funds and properly held by such Sponsor.
Additional Provisions Concerning Subordination. Each Subordinated Creditor and each of the Obligors agree as follows:
a. In the event of (i) any dissolution, winding up, liquidation or reorganization of any of the Obligors (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of any of the Obligors, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of any of the Obligors or otherwise); or (ii) any Event of Default or an event which with notice and/or passage of time would constitute an Event of Default (as such term is defined in the Credit Agreement), or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations:
(1) all Senior Obligations shall first be paid to the Lender in full before any payment or distribution is made upon the principal of or interest on or any fees, costs, charges or expenses in connection with the Subordinated Obligations, and before any other action described in Section 2 and 4 hereof is taken by any Subordinated Creditor; and
(2) any payment or distribution of assets of any of the Obligors, whether in cash, property or securities to which the Subordinated Creditors would be entitled with respect to the Subordinated Obligations except for the provisions hereof, shall be paid or delivered by the Obligors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other person making such payment or distribution, directly to the Lender, to the extent necessary to pay in full all Senior Obligations remaining unpaid, after giving effect of any concurrent payment or distribution to the Lender before any payment or distribution is made to any Subordinated Creditor;
b. In any proceeding referred to or resulting from any event referred to in subsection (a) of this Section 3 commenced by or against any of the Obligors, each Subordinated Creditor will duly and promptly take such action as the Lender may reasonably request to (i) demand, sue xxx, collect and receive any and all payments or distribution referred to in subsection (a) of this Section 3 which may be payable or deliverable upon or with respect to the Subordinated Obligations and to file appropriate claims or proofs of claim with respect thereto, and (ii) execute and deliver to the Lender such powers of attorney, assignme...
