Common use of Additional Provisions Concerning Subordination Clause in Contracts

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) Payee The Subordinated Lender and Maker the Debtors agree that upon the occurrence of 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 propertyInsolvency 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 DebtSubordinated Obligations; and (ii) any payment or distribution of assets of Makerthe Debtors, whether in cash, property or securities, to which Payee the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by Makerthe Debtors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other person or entity Person making such payment or distribution, directly to the holders of the Senior Obligations or their representative, ratably in accordance with the amounts thereofLender, 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 Payeethe Subordinated Lender. (b) If any payment or distribution from the assets of Makerdistribution, whether consisting of money, property or securities, shall be collected or received by Payee the Subordinated Lender in respect of the DebtSubordinated Obligations, 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 Subordinated Lender forthwith shall deliver the same to the holders of Senior Lender, in the form received, duly indorsed to the Senior Obligations or their representative, ratably in accordance with the amounts thereofLender, 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 the Subordinated Lender as the property of such holders of the Senior ObligationsLender, segregated from other funds and property held by Payeethe Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Payee and Maker agree that upon any payment or distribution Section 3(a) 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 Original Seller Subordination Agreement is amended to Maker or its propertyread as follows: (i1) all Senior Obligations shall be paid in full before any payment or distribution is made with respect to the DebtSubordinated Obligations; and (ii) any payment or distribution of assets of Makerprovided, whether in cashhowever, property or securities, to which Payee would that the Subordinated Lender shall 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 to payment or distribution, directly to the holders of the Senior Obligations or their representative, ratably Subordinated Lender Pari Passu Share under the circumstances described 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 PayeeSection 2(f)." (b) Section 3(c) of the Original Seller Subordination Agreement is amended to read as follows: (c) If any payment or distribution from the assets of Makerdistribution, whether consisting of money, property or securities, shall be collected or received by Payee any Subordinated Lender in respect of the DebtSubordinated Obligations, except payments of principal or interest permitted to be made at the time of payment as expressly provided in Section 4.1(b) (ii)(x) above2(b), Payee such Subordinated Lender forthwith shall deliver the same to the holders Administrative Agent for the account of the Senior Obligations or their representativeLenders, ratably in accordance with the amounts thereofform received, duly indorsed to the Administrative Agent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full; provided, however, that if the Tranche A and Tranche B Loans have been paid in full, the Subordinated Lenders shall be entitled to retain an amount equal to the Subordinated Lender Pari Passu Share with respect to payments made under the circumstances described in Section 2(f). Until so delivered, such payment or distribution shall be held in trust by Payee such Subordinated Lender as the property of such holders the Administrative Agent, for the account of the Senior ObligationsLenders, segregated from other funds and property held by Payeesuch Subordinated Lenders."