Common use of Bankruptcy or Related Proceedings Clause in Contracts

Bankruptcy or Related Proceedings. A Default by Tenant shall exist (a) if Tenant shall file a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any similar act of any state, or shall voluntarily take advantage of any such law or act by answer or otherwise, admit in writing its inability to pay its debts as they become due, or if Tenant is generally unable to pay its debts as they become due, or be dissolved or shall make an assignment for the benefit of creditors or (b) if involuntary proceedings under any such bankruptcy or insolvency law or for the dissolution of Tenant shall be instituted against Tenant or a receiver or trustee shall be appointed for the Demised Premises or for all or substantially all of the property of Tenant, and such involuntary proceedings shall not be dismissed or such receivership or trusteeship vacated within thirty (30) days after such institution or appointment. Notwithstanding any other provisions contained in this Lease, in the event Tenant or its successors or assigns shall become insolvent or bankrupt, or if their interest under this Lease shall be levied upon or sold under execution or other legal process by any depository institution supervisory authority (“Authority”), Landlord may, in either such event, terminate this Lease only with the concurrence of any receiver or liquidator appointed by such authority, provided that in the event this Lease is terminated by the receiver or liquidator, the maximum claim of Landlord for rent, damages or indemnity for injury resulting from the termination, rejection or abandonment of the unexpired Lease shall be by law no greater than an amount equal to all accrued and unpaid rent to the date of termination; and further provided that to continue the Lease, any receiver or liquidator appointed by such Authority or its assignee must continue to honor the terms of this Lease.

Bankruptcy or Related Proceedings. A Default by Tenant shall exist (a) if Tenant shall file a petition Upon any distribution of any --------------------------------- property or assets of any Obligor upon any dissolution, winding up, liquidation or reorganization of such Obligor, whether in bankruptcy or insolvency or for bankruptcy, insolvency, reorganization or arrangement under the bankruptcy laws of the United States receivership proceedings or under upon any similar act of any state, or shall voluntarily take advantage of any such law or act by answer or otherwise, admit in writing its inability to pay its debts as they become due, or if Tenant is generally unable to pay its debts as they become due, or be dissolved or shall make an assignment for the benefit of creditors or any marshalling of assets or liabilities of such Obligor or otherwise: (a) the Senior Indebtedness shall have been Indefeasibly Paid in full, and the Senior Agent, for the benefit of the Senior Creditors, shall be entitled to receive such payment in full of all Senior Indebtedness, or provision satisfactory to the Senior Agent in its sole and absolute discretion shall be made for payment thereof in full in cash, before any Junior Creditor is entitled to receive any payment or other distribution on account of or with respect to any Subordinated Indebtedness; (b) if involuntary proceedings under any such bankruptcy payment by, or insolvency law any distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, to which any Junior Creditor would be entitled except for the dissolution terms and provisions of Tenant this Agreement shall be instituted against Tenant paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee shall be appointed or otherwise, directly to the Senior Agent (for the Demised Premises or for all or substantially all benefit of the property Senior Creditors) to the extent necessary to make the Senior Indebtedness Indefeasibly Paid in full after giving effect to any concurrent payment or distribution (or provision therefor satisfactory to the Senior Agent) to the Senior Agent (for the benefit of Tenant, and such involuntary proceedings shall not be dismissed or such receivership or trusteeship vacated within thirty the Senior Creditors); (30c) days after such institution or appointment. Notwithstanding any other provisions contained in this Lease, in the event Tenant or its successors or assigns shall become insolvent or bankruptthat, notwithstanding the foregoing, any payment by, or if their interest under this Lease distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, shall be levied upon directly or sold under execution indirectly received by any Junior Creditor before all Senior Indebtedness shall be Indefeasibly Paid in full (whether or not the Senior Indebtedness is then due or payable), such payment or distribution will be promptly delivered to the Senior Agent in the form received (except for endorsements or assignments by such Junior Creditor where appropriate or required by the Senior Creditors) for application to payment of the Senior Indebtedness remaining unpaid after giving effect to any current payment or distribution to the Senior Agent (for the benefit of the Senior Creditors) and until so delivered to the Senior Agent will be held by such Junior Creditor in trust as the Senior Creditors' property; and (d) for purposes of this Paragraph 3, neither the preferred stock ----------- issued by Holdings nor dividends paid in kind by Holdings with respect to such preferred stock in the form of additional preferred stock of the same class, in each case as referred to in clause (i) of the definition of the term --------- "Subordinated Indebtedness", nor the payment of interest in kind in the form of principal of additional Subordinated Indebtedness of the same class referred to in clause (ii) of the definition of the term "Subordinated Indebtedness", shall ---------- be deemed to constitute any payment or other legal process by distribution of, on or with respect to any depository institution supervisory authority (“Authority”), Landlord may, in either such event, terminate this Lease only with the concurrence of any receiver or liquidator appointed by such authority, provided that in the event this Lease is terminated by the receiver or liquidator, the maximum claim of Landlord for rent, damages or indemnity for injury resulting from the termination, rejection or abandonment of the unexpired Lease shall be by law no greater than an amount equal to all accrued and unpaid rent to the date of termination; and further provided that to continue the Lease, any receiver or liquidator appointed by such Authority or its assignee must continue to honor the terms of this LeaseSubordinated Indebtedness.

Bankruptcy or Related Proceedings. A Default by Tenant shall exist (a) if Tenant shall file a petition Upon any distribution of any --------------------------------- property or assets of any Obligor upon any dissolution, winding up, liquidation or reorganization of such Obligor, whether in bankruptcy or insolvency or for bankruptcy, insolvency, reorganization or arrangement under the bankruptcy laws of the United States receivership proceedings or under upon any similar act of any state, or shall voluntarily take advantage of any such law or act by answer or otherwise, admit in writing its inability to pay its debts as they become due, or if Tenant is generally unable to pay its debts as they become due, or be dissolved or shall make an assignment for the benefit of creditors or any marshalling of assets or liabilities of such Obligor or otherwise: (a) the Senior Indebtedness shall have been Indefeasibly Paid in full, and the Senior Agent, for the benefit of the Senior Creditors, shall be entitled to receive such payment in full of all Senior Indebtedness, or provision satisfactory to the Senior Agent in its sole and absolute discretion shall be made for payment thereof in full in cash, before any Junior Creditor is entitled to receive any payment or other distribution on account of or with respect to any Subordinated Indebtedness; (b) if involuntary proceedings under any such bankruptcy payment by, or insolvency law any distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, to which any Junior Creditor would be entitled except for the dissolution terms and provisions of Tenant this Agreement shall be instituted against Tenant paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee shall be appointed or otherwise, directly to the Senior Agent (for the Demised Premises or for all or substantially all benefit of the property Senior Creditors) to the extent necessary to make the Senior Indebtedness Indefeasibly Paid in full after giving effect to any concurrent payment or distribution (or provision therefor satisfactory to the Senior Agent) to the Senior Agent (for the benefit of Tenant, and such involuntary proceedings shall not be dismissed or such receivership or trusteeship vacated within thirty the Senior Creditors); (30c) days after such institution or appointment. Notwithstanding any other provisions contained in this Lease, in the event Tenant or its successors or assigns shall become insolvent or bankruptthat, notwithstanding the foregoing, any payment by, or if their interest under this Lease distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, shall be levied upon directly or sold under execution indirectly received by any Junior Creditor before all Senior Indebtedness shall be Indefeasibly Paid in full (whether or not the Senior Indebtedness is then due or payable), such payment or distribution will be promptly delivered to the Senior Agent in the form received (except for endorsements or assignments by such Junior Creditor where appropriate or required by the Senior Creditors) for application to payment of the Senior Indebtedness remaining unpaid after giving effect to any current payment or distribution to the Senior Agent (for the benefit of the Senior Creditors) and until so delivered to the Senior Agent will be held by such Junior Creditor in trust as the Senior Creditors' property; and (d) for purposes of this Paragraph 3, neither the preferred stock issued ----------- by Holdings nor dividends paid in kind by Holdings with respect to such preferred stock in the form of additional preferred stock of the same class, in each case as referred to in clause (i) of the definition of the term ---------- "Subordinated Indebtedness", nor the payment of interest in kind in the form of principal of additional Subordinated Indebtedness of the same class referred to in clause (ii) of the definition of the term "Subordinated Indebtedness", shall ----------- be deemed to constitute any payment or other legal process by distribution of, on or with respect to any depository institution supervisory authority (“Authority”), Landlord may, in either such event, terminate this Lease only with the concurrence of any receiver or liquidator appointed by such authority, provided that in the event this Lease is terminated by the receiver or liquidator, the maximum claim of Landlord for rent, damages or indemnity for injury resulting from the termination, rejection or abandonment of the unexpired Lease shall be by law no greater than an amount equal to all accrued and unpaid rent to the date of termination; and further provided that to continue the Lease, any receiver or liquidator appointed by such Authority or its assignee must continue to honor the terms of this LeaseSubordinated Indebtedness.

Bankruptcy or Related Proceedings. A Default by Tenant shall exist (a) if Tenant shall file a petition Notwithstanding anything else contained herein to the contrary, in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any similar act event of any statevoluntary or involuntary insolvency, or shall voluntarily take advantage of any such law or act by answer or otherwisebankruptcy, admit in writing its inability to pay its debts as they become duereceivership, or if Tenant is generally unable to pay its debts as they become duecustodianship, or be dissolved or shall make an liquidation, dissolution, reorganization, assignment for the benefit of creditors creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of an Obligor (a “Proceeding”): (a) All payments and recoveries payable on account of principal and interest on the Pari Passu Debt shall be paid and applied ratably and proportionately amongst and between Aegis and the Bigger-District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the Bigger-District Creditors. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, in any Proceeding, all proceeds of the Collateral (other than the ILOC and any proceeds thereof, which is are reserved solely for Aegis) shall be paid and applied ratably and proportionately amongst and between Aegis and the Bigger-District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the Bigger-District Creditors. (b) if involuntary proceedings under Any payment by, or any such bankruptcy distribution of assets or insolvency law properties of, any Obligor of any kind or character, whether in cash, property or securities, (i) to which the Bigger-District Creditors would be entitled except for the dissolution terms and provisions of Tenant this Agreement shall be instituted against Tenant paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to Aegis and to the Bigger-District Creditors to the extent necessary to make the all payments and recoveries Pari Passu Debt paid and applied ratably and proportionately amongst and between Aegis and the Bigger-District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the Bigger-District Creditor or (ii) to which Aegis would be entitled except for the terms and provisions of this Agreement shall be appointed for paid or delivered by the Demised Premises Person making such payment or for distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to Aegis and to the Bigger-District Creditors to the extent necessary to make the Pari Passu Debt paid and applied ratably and proportionately amongst and between Aegis and the Bigger-District Creditors with respect to all or substantially all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the Bigger-District Creditors. (c) In the event that, notwithstanding the foregoing, any payment by, or distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property of Tenantor securities, and such involuntary proceedings shall not be dismissed directly or such receivership or trusteeship vacated within thirty indirectly received by (30i) days after such institution or appointment. Notwithstanding any other provisions contained in this Leasethe Bigger-District Creditors, in excess of the event Tenant or its successors or assigns amount which the Bigger-District Creditors are entitled to receive pursuant to the foregoing clauses (a) and/or (b) in order to make the Pari Passu Debt paid and applied ratably and proportionately amongst and between Aegis and the Bigger-District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages, the Bigger-District Creditors shall become insolvent or bankruptpromptly deliver such payment to Aegis for application to payment of the remaining unpaid Aegis Debt and until so delivered to Aegis will be held by the Bigger-District Creditors in trust as Aegis’ property, or if their interest under (ii) Aegis, in excess of the amount which Aegis are entitled to receive pursuant to the foregoing clauses (a) and/or (b) in order to make the Pari Passu Debt paid and applied ratably and proportionately amongst and between Aegis and the Bigger-District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages, Aegis shall promptly deliver such payment to the Bigger-District Creditors for application to payment of the remaining unpaid Bigger-District Debt and until so delivered to the Bigger-District Creditors will be held by Aegis in trust as the Bigger-District Creditors’ property, the intent of this Lease shall be levied upon clause (c) being to give effect to the provisions of the foregoing clauses (a) and (b). (d) Aegis and each Bigger-District Creditor agrees not to initiate, prosecute or sold under execution participate in any claim, action or other legal process proceeding (i) challenging the enforceability, validity, perfection or priority of the Pari Passu Debt or any Liens and security interests securing the Pari Passu Debt or (ii) challenging the enforceability or validity of any term or provision of this Agreement, including without limitation the provisions of this Agreement relating to the relative rights of Aegis and the Bigger-District Creditors to the allocation of payments and recoveries payable on account of the Pari Passu Debt (including from the Collateral and the proceeds thereof); provided that Aegis and each of the Bigger-District Creditors may file any necessary responsive or defensive pleadings in opposition to any such claim, action or proceeding described in the foregoing clauses (i) and (ii) made by any depository institution supervisory authority (“Authority”), Landlord may, in either such event, terminate this Lease only with the concurrence of any receiver or liquidator appointed by such authority, provided that in the event this Lease is terminated by the receiver or liquidator, the maximum claim of Landlord for rent, damages or indemnity for injury resulting from the termination, rejection or abandonment of the unexpired Lease shall be by law no greater than an amount equal to all accrued and unpaid rent to the date of termination; and further provided that to continue the Lease, any receiver or liquidator appointed by such Authority or its assignee must continue to honor the terms of this LeasePerson.