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 any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full; (c) The Subordinated Creditors hereby waive any requirement for marshaling of assets by the Agent in connection with any foreclosure of any lien of the Agent, the Lenders or the Issuing Bank under the Senior Obligation Documents; (d) The Subordinated Creditors shall not take any action to impair or otherwise adversely affect the foreclosure of, or other realization of the rights of the Agent or the Lenders and the Issuing Bank under the Senior Obligation Documents; and (e) The Agent is hereby authorized to demand specific performance of this Agreement at any time when the Subordinated Creditors shall have failed to comply with any of the provisions of this Agreement, and the Subordinated Creditors hereby irrevocably waive any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Subordination and Support Agreement (Crown Media Holdings Inc)
Additional Provisions Concerning Subordination. Hallmark Cards The Junior Creditor and the Obligor Credit Parties agree as follows:
(a) In the event of (ix) any dissolution, winding winding-up, liquidation or reorganization of the Obligor or any Other Debtor a Credit Party (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 winding-up of the Obligor or any Other DebtorCredit Party, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of the Obligor or any Other Debtor Credit Party or otherwise); , or (iiy) any Event of Default or an event which that with notice and/or or passage of time would constitute an Event of Default (as such term is defined in the Credit Agreement)Default, or any default, demand for payment or acceleration of maturity regarding the Subordinated Junior 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 in full to the Agent for the benefit of the Lenders and holders of the Issuing Bank in full Senior Obligations before any payment or distribution is made upon the principal of or of, interest on on, or any fees, costs, charges or expenses in connection with with, the Subordinated Junior Obligations; and
(ii) to the extent necessary to pay in full all Senior Obligations remaining unpaid after giving effect to any concurrent payment or distribution to the holders of the Senior Obligations, any payment or distribution of assets of the Obligor or any Other Debtora Credit Party, whether in cash, property or securities, securities to which any of the Subordinated Creditors Junior Creditor would be entitled except for the provisions hereof, shall be paid or delivered by the Obligor or any Other DebtorCredit Party, 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 be applied to pay in full all outstanding 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 upon the Subordinated Creditors;Junior Obligations.
(b) In any proceeding referred to or resulting from any event referred to in subsection (a) of this Section 14.4 commenced by or against the Borrower:
(i) The Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of the Junior Creditor or otherwise), but shall have no obligation to, (A) demand, xxx for, collect and receive every payment or distribution referred to in subsection (a) of this Section 14.4 and give acquittance therefor, (B) file claims and proofs of claim in respect of the Junior Obligations and (C) take such other action as the Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent and the Lenders.
(ii) The Junior Creditor will duly and promptly take such action as the Agent may reasonably request to collect the Junior Obligations for the account of the holders of the Senior Obligations and to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Agent such powers of attorney, assignments or other instruments as the Agent may request in order to enable it to enforce any and all claims with respect to the Junior Obligations, and to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Junior Obligations.
(c) All payments or distributions upon or with respect to the Subordinated Junior Obligations which that are received by the Subordinated Creditors Junior Creditor contrary to the provisions of this Agreement Article 14 shall be deemed to be the property of the Agentholders of the Senior Obligations, shall be received in trust for the benefit of the Agentholders of the Senior Obligations, shall be segregated from other funds and property held by the Subordinated Creditors Junior Creditor and shall be forthwith paid over to the Agent for the benefit of the holders of the Senior Obligations in the same form as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations Obligation until the Senior Obligations shall have been paid in full;
(c) The Subordinated Creditors hereby waive any requirement for marshaling of assets by the Agent in connection with any foreclosure of any lien of the Agent, the Lenders or the Issuing Bank under the Senior Obligation Documents;.
(d) The Subordinated Creditors shall subordination provisions contained herein are for the benefit of each holder of Senior Obligations and may not take be rescinded, modified or cancelled at any action to impair or otherwise adversely affect time without the foreclosure of, or other realization prior written consent of the rights of the Agent or the Lenders and the Issuing Bank under the Senior Obligation Documents; andall holders.
(e) So long as the Junior Obligations remains outstanding, the Junior Creditor agrees not to assert any direct right of legal redress against a Credit Party with respect to the Junior Obligations. The Junior Creditor hereby authorizes the Agent is hereby authorized to demand specific performance take legal action to enforce or protect their interest with respect to the Senior Obligations as it may from time to time see fit.
(f) Any holder of this Agreement Senior Obligations may at any time when or from time to time grant to others assignments or participations in the Subordinated Creditors Loans pursuant to the terms of Section 13.3 hereof. Any such assignment or participation shall have failed continue to comply with any be treated as a Senior Obligation of the provisions Credit Parties and any holder of this Agreementsuch an assignment or participation shall be entitled to the benefits of the subordination set forth in Section 14.2 above. The Junior Creditor will not sell, and assign or otherwise dispose of the Subordinated Creditors hereby irrevocably waive Junior Obligations or any defense based on portion thereof, or grant any sub-participation therein, without the adequacy prior written consent of a remedy at law which might be asserted as a bar to such remedy of specific performancethe Required Lenders.
Appears in 1 contract
Samples: Credit, Security, Guaranty and Pledge Agreement (Crown Media Holdings Inc)
Additional Provisions Concerning Subordination. Hallmark Cards Each of the Subordinated Creditors and the Obligor agree hereby agrees as follows:
(a) In the event of (i) any dissolution, winding up, liquidation or other similar 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 DebtorObligor, whether or not involving insolvency or bankruptcy, or any other marshalling marshaling of the assets and liabilities of the Obligor or any Other Debtor or otherwise); or (ii) any Default or 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)effect and continuing, or any default, demand for payment or acceleration of maturity regarding the any Subordinated ObligationsObligation:
(i1) 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 Administrative 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 any of the Subordinated Obligations, and before any remedial action is taken by any Subordinated Creditor including, without limitation, any action described in Section 2 or 7 hereof (it being understood and agreed that nothing herein shall prevent any Subordinated Creditor from exercising rights which might otherwise be available to it to take any action to preserve or protect the validity of any claim it may have with respect to any Subordinated Obligation or its security interest in any collateral securing any Subordinated Obligation, so long as such action would not adversely affect any claim of the Administrative Agent or any Lender or the security interest of the Administrative Agent (on behalf of the Lenders) in the Collateral or the value of any thereof); and
(ii2) any payment or distribution of assets of the Obligor with respect to any Subordinated Obligation or pursuant to any Other DebtorJunior Obligation Document, whether in cash, property or securities, securities (other than equity securities or debt securities which are subordinated to the Senior Obligations at least to the same extent as the Subordinated Obligations) to which any of the Subordinated Creditors Creditor would be entitled with respect to any Subordinated Obligation or pursuant to any Junior Obligation Document except for the provisions hereof, shall be paid or delivered by the Obligor or any Other DebtorObligor, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other person Person making such payment or distribution, directly to the Administrative Agent for the benefit of the Lenders and the Issuing BankLenders, to the extent necessary to pay in full all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Administrative Agent for the benefit of the Lenders and the Issuing Bank Lenders, before any payment or distribution is made to the any Subordinated CreditorsCreditor;
(b) In any proceeding referred to, or resulting from any event referred to, in subsection (a) of this Section 3 commenced by or against the Obligor:
(1) The Administrative Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of any of the Subordinated Creditors or otherwise) to, but shall have no obligation to, (i) demand, xxx for, collect and receive every payment or distribution referred to in subsection (a) of this Section 3 and give acquittance therefor, (ii) file claims and proofs of claim in respect of any of the Subordinated Obligations if the applicable Subordinated Creditor has not done so by the date which is ten (10) Business Days prior to any applicable bar date and (iii) take such other action as the Administrative Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Administrative Agent and/or the Lenders hereunder; and
(2) Each Subordinated Creditor hereby agrees that it will duly and promptly take such action as the Administrative Agent may reasonably request to collect the Subordinated Obligations which are owed to such Subordinated Creditor for the account of the Lenders, file appropriate claims or proofs of claim with respect thereto, execute and deliver to the Administrative Agent such powers of attorney, assignments or other instruments as the Administrative Agent may request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations which are owed to such Subordinated Creditor and collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations which are owed to such Subordinated Creditor;
(c) All payments or distributions upon or with respect to any of the Subordinated Obligations which are received by the a Subordinated Creditors Creditor contrary to the provisions of this Subordination Agreement shall be deemed to be the property of the AgentLenders, shall be received in trust for the benefit of the AgentLenders, shall be segregated from other funds and property held by the such Subordinated Creditors Creditor and shall be forthwith paid over to the Administrative Agent for the benefit of the Lenders in the same form as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full;
(cd) The Each Subordinated Creditors Creditor hereby waive waives any requirement for marshaling of assets by the Administrative Agent or the Lenders in connection with any foreclosure of any lien Lien of the Agent, Administrative Agent or the Lenders or the Issuing Bank under the Senior Obligation Documents;
(de) The None of the Subordinated Creditors shall not take any action to impair or otherwise adversely affect the foreclosure of, or other realization of of, the rights of the Agent Administrative Agent's or the Lenders and the Issuing Bank Lenders' rights under the Senior Obligation Documents; and
(ef) The Administrative Agent is hereby authorized to demand specific performance of this Subordination Agreement at any time when the a Subordinated Creditors Creditor shall have failed to comply with any of the provisions of this Subordination Agreement, and each of the Subordinated Creditors hereby irrevocably waive waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Credit and Security Agreement (General Communication Inc)
Additional Provisions Concerning Subordination. Hallmark Cards The Subordinated Creditors and the Obligor agree as follows:
(a) 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 DebtorObligor, 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 (as such term is defined in the Credit Agreement) which has not been waived or cured 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)) which has not been waived or cured, or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations:
(i1) 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 before any other action described in Sections 2 and 4 hereof is taken by the Subordinated Creditors; and
(ii2) any payment or distribution of assets of the Obligor or any Other DebtorObligor, whether in cash, property or securities, 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 DebtorObligor, 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 BankLenders, 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. In any proceeding referred to or resulting from any event referred to in subsection (ba) of this Section 3 commenced by or against the Obligor:
(1) the Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of the Subordinated Creditors or otherwise), but shall have no obligation to, (i) demand, sue for, collect and receive every payment or distribution referred to in subsection (a) of this Section 3 and give acquittance therefor, (ii) file claims and proofs of claim in the name of the Subordinated Creditors in respect of the Subordinated Obligations, but only if the Subordinated Creditors have not filed any claims or proofs of claim with respect to the Subordinated Obligations before the expiration of the time to file such, and (iii) take such other action as the Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent and the Lenders hereunder; and
(2) the Subordinated Creditors will duly and promptly take such action as the Agent may reasonably request to collect the Subordinated Obligations for the account of the Agent and to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Agent such powers of attorney, assignments or other instruments as the Agent may request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations;
c. 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 Subordination 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 for the benefit of the Lenders in the same form as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full;
(c) d. The Subordinated Creditors hereby waive any requirement for marshaling marshalling of assets by the Agent in connection with any foreclosure of any lien of the Agent, the Lenders or the Issuing Bank Agent under the Senior Obligation Documents;
(d) e. The Subordinated Creditors shall not take any action to impair or otherwise adversely affect the foreclosure of, or other realization of the Agent's rights of the Agent or the Lenders and the Issuing Bank under the Senior Obligation Documents; and
(e) f. The Agent is hereby authorized to demand specific performance of this Subordination Agreement at any time when the Subordinated Creditors shall have failed to comply with any of the provisions of this Subordination Agreement, and the Subordinated Creditors hereby irrevocably waive any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Credit, Security and Guaranty Agreement (Actava Group Inc)
Additional Provisions Concerning Subordination. Hallmark Cards and the Obligor agree as follows:
(a) In in the event of (i) any dissolution, winding up, liquidation or reorganization of the Obligor or any Other Debtor Subsidiary of the Obligor (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 DebtorSubsidiary of the Obligor, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of the Obligor or any Other Debtor Subsidiary of the Obligor 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 Default, any default under the Credit Agreement)Certificates, the Contingent Appreciation Certificate Agreement or the Guarantee, or any default, demand for payment or acceleration of maturity regarding the Subordinated Hallmark 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 first to the Agent Indenture Trustee for the benefit of the Lenders and holders of the Issuing Bank Senior Obligations, 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 Hallmark Obligations, and before any other action described in Section 3 or 8 hereof is taken by the Subordinated Creditors; and
(ii) any payment or distribution of assets of the Obligor or any Other DebtorObligor Subsidiary, 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 DebtorSubsidiary of the Obligor, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other person Person making such payment or distribution, directly to the Agent Indenture Trustee, for the benefit of the Lenders and the Issuing Bankholders of Senior Obligations, in each case 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 Indenture Trustee for the benefit of the Lenders and holders of the Issuing Bank Senior Obligations before any payment or distribution is made to the Subordinated Creditors;.
(b) In any proceeding referred to or resulting from any event referred to in subsection (a) of this Section 4 commenced by or against the Obligor or any Obligor Subsidiary:
(i) The following Persons are hereby irrevocably authorized and empowered (in their own names or in the name of the appropriate Subordinated Creditors or otherwise) to, (i) demand, sue for, collect and receive every payment or distribution referred tx xn subsection (a) of this Section 4 and give acquittance therefor, (ii) file claims and proofs of claim in respect of the Subordinated Hallmark Obligations and (iii) take such other action as such party may deem necessary or advisable for the exercise or enforcement of any of the rights or interests hereunder:
(1) the Indenture Trustee, upon direction by the holders of at least 25% of the aggregate principal amount of Debentures outstanding;
(2) if the Indenture Trustee fails to promptly act as directed in accordance with the foregoing clause, the Property Trustee of the Trust, upon direction by the holders of at least 25% of the outstanding Preferred Securities; and
(3) if the Property Trustee fails to promptly act as directed in accordance with the foregoing clause, by the holders of at least 25% of the Preferred Securities outstanding. Any of the above Persons shall provide Hallmark Cards with prior written notice, to the extent reasonably possible, in the event any such Person waives or compromises any claim in respect of the Subordinated Hallmark Obligations; and
(ii) The Subordinated Creditors will duly and promptly take such action as the Indenture Trustee may reasonably request to collect the Subordinated Hallmark Obligations for the account of the Indenture Trustee for the benefit of the holders of the Senior Obligations and to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Indenture Trustee such powers of attorney, assignments or other instruments as the Indenture Trustee may request in order to enable it to enforce any and all claims with respect to the Subordinated Hallmark Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Hallmark Obligations.
(c) All recoveries, payments or distributions upon or with respect to the Subordinated Hallmark Obligations which are received by the Subordinated Creditors prior to the payment in full of the Senior Obligations or otherwise contrary to the provisions of this Agreement shall be deemed to be the property of the Agentholders of the Senior Obligations, shall be received in trust for the benefit of the Agentholders of the Senior Obligations, shall be segregated from other funds and property held by the Subordinated Creditors and shall be forthwith paid over to the Agent holders of the Senior Obligations in the same form as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full;
(c) The Subordinated Creditors hereby waive any requirement for marshaling of assets by the Agent in connection with any foreclosure of any lien of the Agent, the Lenders or the Issuing Bank under the Senior Obligation Documents;.
(d) The Subordinated Creditors shall not take any action to impair or otherwise adversely affect the foreclosure of, or other realization of the rights of the Agent or the Lenders and the Issuing Bank under holders of the Senior Obligation Documents; andObligations.
(e) The Agent is hereby (1) the Indenture Trustee, upon direction by the holders of at least 25% of the aggregate principal amount of Debentures outstanding; (2) if the Indenture Trustee fails to promptly act as directed in accordance with the foregoing clause, the Property Trustee of the Trust, upon direction by the holders of at least 25% of the outstanding Preferred Securities; and (3) if the Property Trustee fails to promptly act as directed in accordance with the foregoing clause, by the holders of at least 25% of the Preferred Securities outstanding, are each authorized to demand specific performance of this Agreement at any time when the Subordinated Creditors shall have failed to comply with any of the provisions of this Agreement, and the Subordinated Creditors hereby irrevocably waive any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Subordination and Support Agreement (Crown Media Holdings Inc)
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; andthe
(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) In any proceeding referred to or resulting from any event referred to in subsection (a) of this Section 3 commenced by or against the Obligor or any Other Debtor:
(i) The Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of the appropriate Subordinated Creditors or otherwise), but shall have no obligation to, (i) demand, sue xxr, collect and receive every payment or distribution referred to in subsection (a) of this Section 3 and give acquittance therefor, (ii) file claims and proofs of claim in respect of the Subordinated Obligations and (iii) take such other action as the Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent and the Lenders and the Issuing Bank hereunder; provided, however, that the Agent hereby agrees to provide Hallmark Cards with prior written notice, to the extent reasonably possible, in the event the Agent waives or compromises any claim in respect of the Subordinated Obligations; and
(ii) The Subordinated Creditors will duly and promptly take such action as the Agent may reasonably request to collect the Subordinated Obligations for the account of the Agent or the Lenders and the Issuing Bank and to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Agent such powers of attorney, assignments or other instruments as the Agent may request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations;
(c) 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 any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full;
(cd) The Subordinated Creditors hereby waive any requirement for marshaling marshalling of assets by the Agent in connection with any foreclosure of any lien of the Agent, the Lenders or the Issuing Bank under the Senior Obligation Documents;
(de) The Subordinated Creditors shall not take any action to impair or otherwise adversely affect the foreclosure of, or other realization of the rights of the Agent or the Lenders and the Issuing Bank under the Senior Obligation Documents; and
(ef) The Agent is hereby authorized to demand specific performance of this Agreement at any time when the Subordinated Creditors shall have failed to comply with any of the provisions of this Agreement, and the Subordinated Creditors hereby irrevocably waive any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Subordination and Support Agreement (Crown Media Holdings Inc)
Additional Provisions Concerning Subordination. Hallmark Cards and Each of the Obligor agree ---------------------------------------------- Artisan Entities agrees as follows:
(ai) In the event of (ix) any dissolution, winding up, liquidation or reorganization of the Obligor or any Other Debtor Borrower (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 DebtorBorrower, whether or not involving insolvency or bankruptcy, or any other marshalling marshaling of the assets and liabilities of the Obligor or any Other Debtor Borrower or otherwise); or (iiy) 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)Default, or any default, demand for payment or acceleration of maturity default regarding the Subordinated Obligations:
(iA) 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 Administrative Agent (for the benefit of the Lenders itself and the Issuing Bank Lenders) 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 19(a) is taken by an Artisan Entity; and
(iiB) any payment or distribution of assets of the Obligor or any Other DebtorBorrower, whether in cash, property or securities, securities to which any of the Subordinated Creditors an Artisan Entity would be entitled except for the provisions hereof, shall be paid or delivered by the Obligor or any Other DebtorBorrower, or any receiver, trustee in bankruptcy, liquidating liquidation 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 BankAdministrative Agent, to the extent necessary to pay in full all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Administrative Agent for the benefit of the Lenders and the Issuing Bank before any payment or distribution is made to the Subordinated Creditorsan Artisan Entity;
(bii) In any proceeding referred to or resulting from any event referred to in subsection (i) of this Section 9(c) commenced by or against the Borrower:
(A) The Administrative Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of the Sponsor, another Artisan Entity or otherwise), but shall have no obligation to, (x) demand, xxx for, collect and receive every payment or distribution referred to in Section 9(c)(i) and give acquittance therefor, (y) file claims and proofs of claim in respect of the Subordinated Obligations and (z) take such other action as the Administrative Agent may deem necessary or advisable for the exercise or enforcement of the rights or interest of the Administrative Agent (on its own behalf and on behalf of the Lenders) hereunder; and
(B) Each Artisan Entity will duly and promptly take such action as the Administrative Agent may reasonably request to file appropriate claims or proofs of claim with respect to the Subordinated Obligations, to execute and deliver to the Administrative Agent such powers of attorney, assignments or other instruments as the Administrative Agent may request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations;
(iii) All payments or distributions upon or with respect to the Subordinated Obligations which are received by the Subordinated Creditors an Artisan Entity contrary to the provisions of this Agreement shall be deemed to be the property of the AgentAdministrative Agent (on behalf of itself and the Lenders), shall be received in trust for the benefit of the AgentAdministrative Agent (on behalf of itself and the Lenders), shall be segregated from other funds and property held by the Subordinated Creditors Artisan Entity and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full;
(civ) The Subordinated Creditors Each Artisan Entity hereby waive waives any requirement requirements for marshaling marshalling of assets by the Administrative Agent in connection with any foreclosure of any lien of the Agent, Administrative Agent (on behalf of itself and the Lenders or the Issuing Bank under the Senior Obligation DocumentsLenders);
(dv) The Subordinated Creditors Each Artisan Entity shall not take any action to impair or otherwise adversely affect the foreclosure of, or other realization of the rights of the Administrative Agent or the Lenders (on behalf of itself and the Issuing Bank Lenders) under the Senior Obligation Fundamental Documents; and
(evi) The Administrative Agent is hereby authorized to demand specific performance of this Agreement at any time when the Subordinated Creditors each Artisan Entity shall have failed to comply with any of the provisions of this Agreement, and the Subordinated Creditors each Artisan Entity hereby irrevocably waive waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Credit and Security Agreement (Artisan Entertainment Inc)
Additional Provisions Concerning Subordination. Hallmark Cards and The Junior Creditor and-the Obligor Credit Parties agree as follows:
(a) In the event of (ix) any dissolution, winding winding-up, liquidation or reorganization of the Obligor or any Other Debtor a Credit Party (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of of-creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding winding-up of the Obligor or any Other DebtorCredit Party, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of the Obligor or any Other Debtor Credit Party or otherwise); , or (iiy) any Event of Default or an event which that with notice and/or or passage of time would constitute an Event of Default (as such term is defined in the Credit Agreement)Default, or any default, demand for payment or acceleration of maturity regarding the Subordinated Junior 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 in full to the Administrative Agent for the benefit of the Lenders and holders of the Issuing Bank in full Senior Obligations before any payment or distribution is made upon the principal of or of, interest on on, or any fees, costs, charges or expenses in connection with with, the Subordinated Junior Obligations; and
(ii) to the extent necessary to pay in full all Senior Obligations remaining unpaid after giving effect to any concurrent payment or distribution to the holders of the Senior Obligations, any payment or distribution of assets of the Obligor or any Other Debtora Credit Party, whether in cash, property or securities, securities to which any of the Subordinated Creditors Junior Creditor would be entitled except for the provisions hereof, shall be paid or delivered by the Obligor or any Other DebtorCredit Xxxxx, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other person making such payment or distribution, directly to the Administrative Agent for the benefit of the Lenders and the Issuing Bank, to the extent necessary be applied to pay in full all outstanding 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 upon the Subordinated Creditors;Junior Obligations.
(b) In any proceeding referred to or resulting from any event referred to in subsection (a) of this Section 14.4 commenced by or against the Borrower:
(i) The Administrative Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of the Junior Creditor or otherwise), but shall have no obligation to, (A) demand, xxx for, collect and receive every payment or distribution referred to in subsection (a) of this Section 14.4 and give acquittance therefor, (B) file claims and proofs of claim in respect of the Junior Obligations and (C) take such other action as the Administrative Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Administrative Agent and the Lenders.
(ii) The Junior Creditor will duly and promptly take such action as the Administrative Agent may reasonably request to collect the Junior Obligations for the account of the holders of the Senior Obligations and to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Administrative Agent such powers of attorney, assignments or other instruments as the Administrative Agent may request in order to enable it to enforce any and all claims with respect to the Junior Obligations, and to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Junior Obligations.
(c) All payments or distributions upon or with respect to the Subordinated Junior Obligations which that are received by the Subordinated Creditors Junior Creditor contrary to the provisions of this Agreement Article 14 shall be deemed to be the property of the Agentholders of the Senior Obligations, shall be received in trust for the benefit of the Agentholders of the Senior Obligations, shall be segregated from other funds and property held by the Subordinated Creditors Junior Creditor and shall be forthwith paid over to the Administrative Agent for the benefit of the holders of the Senior Obligations in the same form as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations Obligation until the Senior Obligations shall have been paid in full;
(c) The Subordinated Creditors hereby waive any requirement for marshaling of assets by the Agent in connection with any foreclosure of any lien of the Agent, the Lenders or the Issuing Bank under the Senior Obligation Documents;.
(d) The Subordinated Creditors shall subordination provisions contained herein are for the benefit of each holder of Senior Obligations and may not take be rescinded, modified or cancelled at any action to impair or otherwise adversely affect time without the foreclosure of, or other realization prior written consent of the rights of the Agent or the Lenders and the Issuing Bank under the Senior Obligation Documents; andall holders.
(e) So long as the Junior Obligations remains outstanding, the Junior Creditor agrees not to assert any direct right of legal redress against a Credit Party with respect to the Junior Obligations. The Junior Creditor hereby authorizes the Administrative Agent is hereby authorized to demand specific performance take legal action to enforce or protect their interest with respect to the Senior Obligations as it may from time to time see fit.
(f) Any holder of this Agreement Senior Obligations may at any time when or from time to time grant to others assignments or participations in the Subordinated Creditors Loans pursuant to the terms of Section 13.3 hereof. Any such assignment or participation shall have failed continue to comply with any be treated as a Senior Obligation of the provisions Credit Parties and any holder of this Agreementsuch an assignment or participation shall be entitled to the benefits of the subordination set forth in Section 14.2 above. The Junior Creditor will not sell, and assign or otherwise dispose of the Subordinated Creditors hereby irrevocably waive Junior Obligations or any defense based on portion thereof, or grant any subparticipation therein, without the adequacy prior written consent of a remedy at law which might be asserted as a bar to such remedy of specific performancethe Required Lenders.β
Appears in 1 contract
Samples: Credit, Security, Guaranty and Pledge Agreement (First Look Studios Inc)
Additional Provisions Concerning Subordination. Hallmark Cards The Junior Creditor and the Obligor Credit Parties agree as follows:
(a) In the event of (ix) any dissolution, winding winding-up, liquidation or reorganization of the Obligor or any Other Debtor a Credit Party (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 winding-up of the Obligor or any Other DebtorCredit Party, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of the Obligor or any Other Debtor Credit Party or otherwise); , or (iiy) any Event of Default or an event which that with notice and/or or passage of time would constitute an Event of Default (as such term is defined in the Credit Agreement)Default, or any default, demand for payment or acceleration of maturity regarding the Subordinated Junior 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 in full to the Agent for the benefit of the Lenders and holders of the Issuing Bank in full Senior Obligations before any payment or distribution is made upon the principal of or of, interest on on, or any fees, costs, charges or expenses in connection with with, the Subordinated Junior Obligations; and
(ii) to the extent necessary to pay in full all Senior Obligations remaining unpaid after giving effect to any concurrent payment or distribution to the holders of the Senior Obligations, any payment or distribution of assets of the Obligor or any Other Debtora Credit Party, whether in cash, property or securities, securities to which any of the Subordinated Creditors Junior Creditor would be entitled except for the provisions hereof, shall be paid or delivered by the Obligor or any Other DebtorCredit Party, 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 be applied to pay in full all outstanding 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 upon the Subordinated Creditors;Junior Obligations.
(b) In any proceeding referred to or resulting from any event referred to in subsection (a) of this Section 14.4 commenced by or against the Borrower:
(i) The Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of the Junior Creditor or otherwise), but shall have no obligation to, (A) demand, xxx for, collect and receive every payment or distribution referred to in subsection (a) of this Section 14.4 and give acquittance therefor, (B) file claims and proofs of claim in respect of the Junior Obligations and (C) take such other action as the Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent and the Lenders.
(ii) The Junior Creditor will duly and promptly take such action as the Agent may reasonably request to collect the Junior Obligations for the account of the holders of the Senior Obligations and to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Agent such powers of attorney, assignments or other instruments as the Agent may request in order to enable it to enforce any and all claims with respect to the Junior Obligations, and to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Junior Obligations.
(c) All payments or distributions upon or with respect to the Subordinated Junior Obligations which that are received by the Subordinated Creditors Junior Creditor 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 any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full;
(c) The Subordinated Creditors hereby waive any requirement for marshaling of assets by the Agent in connection with any foreclosure of any lien of the Agent, the Lenders or the Issuing Bank under the Senior Obligation Documents;
(d) The Subordinated Creditors shall not take any action to impair or otherwise adversely affect the foreclosure of, or other realization of the rights of the Agent or the Lenders and the Issuing Bank under the Senior Obligation Documents; and
(e) The Agent is hereby authorized to demand specific performance of this Agreement at any time when the Subordinated Creditors shall have failed to comply with any of the provisions of this Agreement, and the Subordinated Creditors hereby irrevocably waive any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.this
Appears in 1 contract
Samples: Credit, Security, Guaranty and Pledge Agreement (Crown Media Holdings Inc)
