In Furtherance of Subordination. The Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a) above is commenced by or against the Borrower,
(i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and
(ii) the Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the...
In Furtherance of Subordination. (a) Upon any distribution of all or any of the assets of any Obligor in the event of:
(i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to such Obligor, or to its creditors, as such, or to its assets,
(ii) any liquidation, dissolution or other winding up of such Obligor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or
(iii) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of such Obligor, then, and in any such event, the holders of the Notes shall receive payment in full of all amounts due or to become due (whether or not the Senior Indebtedness has been declared due and payable prior to the date on which the Senior Indebtedness would otherwise have become due and payable) on or in respect of all Senior Indebtedness (including post-petition interest, whether or not allowed as a claim) before the Subordinated Creditors or anyone claiming through or on their behalf (including any receiver, trustee, or otherwise) are entitled to receive any payment on account of principal of (or premium, if any) or interest on or other amounts payable in respect of the Intercompany Subordinated Debt, and to that end, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Subordinated Debt in any such case, proceeding, dissolution, liquidation or other winding up or event, shall be paid or delivered by the Subordinated Creditor directly to the Trustee for the application to the payment of the Senior Indebtedness until the Termination Date.
(b) If any proceeding, liquidation, dissolution or winding up referred to in Section 2.02(a) is commenced by or against any Obligor,
(i) the Subordinated Creditors shall duly and promptly take reasonable action (A) to collect the Intercompany Subordinated Debt for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs of claim in respect of the Intercompany Subordinated Debt, (B) to execute and deliver such powers of attorney, assignments, or other instruments as may be reasonably requested in order to enable the Trustee to enforce any and all claims with respect to, the Intercompany Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable ...
In Furtherance of Subordination. Each Subordinated Creditor agrees as follows:
In Furtherance of Subordination. (a) All payments or distributions upon or with respect to this Note that are received by the Holder contrary to the provisions of this Article shall be received in trust for the benefit of the Holders and owners of Senior Indebtedness, shall be segregated from other funds and property held by the Holder and shall be forthwith paid over to the holders and owners of Senior Indebtedness in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Senior Indebtedness in accordance with its terms.
(b) The holders and owners of Senior Indebtedness are hereby authorized to demand specific performance of the provisions of this Article, whether or not the Company shall have complied with any of the provisions hereof applicable to it, at any time when the Holder shall have failed to comply with any of the provisions of this Article applicable to it. The Holder of this Note hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.
In Furtherance of Subordination. Each holder of the Note agrees as follows:
In Furtherance of Subordination. Each holder of the Note agrees as follows:
(a) If any proceeding referred to in Section 1.03 above is commenced by or against the Guarantor
(i) the Security Agent (as defined in the Guarantee and Agreement referred to in Section 1.08 below), acting on behalf of each holder of the Senior Indebtedness, is hereby irrevocably authorized and empowered (in its own name or in the name of the holder of the Note or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 1.03(b) and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the claims arising under the Note or enforcing any security interest or other lien securing payment of the Note) as it may deem necessary or advisable for the exercise or enforcement of or causing the enforcement of any of the rights or interests of the holders of the Senior Indebtedness hereunder; and
(ii) The holders of the Senior Indebtedness are hereby authorized to demand specific performance of this Note, whether or not the Guarantor shall have complied with any of the provisions hereof applicable to it, at any time when the holder of the Note shall have failed to comply with any of the provisions of this Note applicable to it. The holder of the Note hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.
In Furtherance of Subordination. At the Maker’s expense, the Holder shall take such action (including such actions as may be requested by the holders of the Senior Obligations, or any agent therefor) as may be necessary or appropriate to effectuate the subordination as provided hereunder with respect to the Senior Obligations. All payments or distributions (whether in cash, property or securities) upon or with respect to the Subordinated Indebtedness that are received by the Holder contrary to these subordination provisions shall be received in trust for the benefit of the applicable holders of Senior Obligations, shall be segregated from other funds and property held by the Holder and shall be forthwith paid over to, prior to the Payment in Full of the Senior Obligations, the applicable holders of Senior Obligations (or an agent therefor, as applicable) in the same form as so received (with any necessary endorsement).
In Furtherance of Subordination. EPC agrees that all payments or distributions upon or with respect to the Subordinated Debt which are received by EPC contrary to the provisions of this Agreement and the Guarantee shall be received in trust for the benefit of the holders of the Secured Obligations under the Guarantee (as defined therein), shall be segregated from other funds and property held by EPC and shall be forthwith paid over to the Collateral Trustee for application in accordance with the Collateral Trust Indenture and the Guarantee.
In Furtherance of Subordination. Each Lender authorizes and directs the Administrative Agent on its behalf to take such action as may be necessary or appropriate to effectuate, as between the Lenders and the Senior Agent and the Senior Credit Facility Lenders, the subordination as provided in this Article and appoints the Administrative Agent its attorney-in-fact for any and all such purposes.
In Furtherance of Subordination. 3.1 Each Obligor assigns to Bank its interest in all Subordinated Debt and all security and guaranties therefor as security for the payment of the Senior Debt. Bank will be under no duty to take any action with respect to the preservation of rights in any such collateral or guaranties or against any parties thereto or any other person, or to make any demand or give any notice, or to take any other action with respect thereto other than to exercise reasonable care in the physical custody thereof.
3.2 Upon any distribution of any of the assets of any Obligor, any guarantor of any of the Subordinated Debt or any collateral securing the Subordinated Debt, upon or in connection with any dissolution, winding up, liquidation, arrangement or reorganization of any Obligor, any guarantor of any of the Subordinated Debt or any other person or entity, or upon any assignment for the benefit of creditors or any other marshalling of the assets and/or liabilities of any Obligor or any guarantor of any of the Subordinated Debt, any payment, dividend or distribution of any kind (whether in cash, securities or other property) which would otherwise be payable or deliverable with respect to the Subordinated Debt, shall be paid or delivered directly to Bank for application (in the case of cash) to or as collateral (in the case of securities or other property) for the Senior Debt.
3.3 If any proceeding described in SUBSECTION 3.2 is commenced, Bank is irrevocably authorized (in its own name or in the name of any Obligor or otherwise), but shall have no obligation, to demand, sue xxx, collect and receive all such payments, dividends and distributions referred to in subsection 3.2, give acquittances therefor, file claims, proofs of claim and take such other actions (including without limitation, voting the Subordinated Debt) as it may deem necessary or advisable. Bank is granted a power of attorney by each
