Common use of In Furtherance of Subordination Clause in Contracts

In Furtherance of Subordination. (a) Upon any distribution of all or any of the assets of the Company 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 the Company or to its creditors, as such, or to its assets, or (ii) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iii) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event, to the extent not otherwise provided for in the Original Subordination Agreement, the Trustee, for the benefit of the Holders, shall be entitled to receive payment in full in cash of all amounts due or to become due (whether or not an event of default has occurred under any evidence of the Obligations or the maturity of the Obligations has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of all Obligations, including any postpetition interest thereon, whether or not allowed or allowable as a claim in such proceedings, before the Subordinated Creditors are entitled to receive further any payment on account of the Subordinated Fees, and to that end, any payment or distribution of any kind or character, whether in cash, property or securities, which may thereafter be payable or deliverable in respect of the Subordinated Fees, in any such case, proceeding, dissolution, liquidation or other winding up or event, shall, to the extent not otherwise provided for in the Original Subordination Agreement, be paid or delivered directly to the Trustee for the payment or prepayment of the Obligations until the Obligations shall have been paid in full in cash.

In Furtherance of Subordination. (a) Upon any distribution of all or any of the assets of the Company Borrower 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 the Company Borrower or to its creditors, as such, or to its assets, or (ii) any liquidation, dissolution or other winding up of the CompanyBorrower, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy bankruptcy, or (iii) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the CompanyBorrower, then and in any such event, to event the extent not otherwise provided for in the Original Subordination Agreement, the Trustee, for the benefit holders of the Holders, Obligations shall be entitled to receive payment in full in cash of all amounts due or to become due (whether or not an event of default has occurred under any evidence of the Obligations or the maturity of the Obligations has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of to all Obligations, including any postpetition post-petition interest thereon, whether or not allowed or allowable as a claim in such proceedings, before the Subordinated Creditors are entitled to receive further any payment on account of principal of (or premium, if any) or interest on the Subordinated FeesDebt, and to that end, any payment or distribution of any kind or character, whether in cash, property or securities, which may thereafter be payable or deliverable in respect of the Subordinated FeesDebt, in any such case, proceeding, dissolution, liquidation or other winding up or event, shall, to the extent not otherwise provided for in the Original Subordination Agreement, shall be paid or delivered directly to the Trustee Administrative Agent for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full in cash.

In Furtherance of Subordination. (a) Upon any distribution of all or any of the assets of the Company any Subordinated Debtor or any Subordinated Creditor in the event of (i) any insolvency Insolvency or bankruptcy case Liquidation Proceeding of such Subordinated Debtor or proceedingsuch Subordinated Creditor, or any receivershipthen, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (ii) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iii) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event, to the extent not otherwise provided for in the Original Subordination Agreement, the Trustee, for the benefit of the Holders, Lender shall be entitled to receive payment in full in cash the Discharge of all amounts due or to become due Obligations (whether or not an event of default has occurred under any evidence of the Obligations or the maturity of the Obligations has have been declared due and payable prior to the date on which it the Obligations would otherwise have become due and payable) before such Subordinated Creditor or anyone claiming through or on or in respect of all Obligations, its behalf (including any postpetition interest thereonreceiver, whether trustee, or not allowed or allowable as a claim in such proceedings, before the Subordinated Creditors are otherwise) is entitled to receive further any payment on account of principal of (or premium, if any) or interest on or other amounts payable in respect of the Intercompany Subordinated FeesDebt, and to that end, end any payment or distribution of any kind or character, whether in cash, property or securities, which may thereafter be payable or deliverable in respect of the Intercompany Subordinated Fees, Debt in any such case, proceeding, dissolution, liquidation or other winding up or event, shall, to the extent not otherwise provided for in the Original Subordination Agreement, shall be paid or delivered directly to the Trustee Lenders for the payment or prepayment of application to the Obligations until the Discharge of Obligations. Prior to any dissolution of any Subordinated Creditor pursuant to a transaction permitted by the Credit Agreement, each Subordinated Creditor and each Subordinated Debtor shall cause the subsequent holder (to the extent such subsequent holder is not a Credit Party) of the Intercompany Subordinated Debt to subordinate the Intercompany Subordinated Debt to the Obligations shall have been paid on substantially the same terms and conditions set forth in full in cashthis Agreement or otherwise on terms and conditions reasonably satisfactory to the Requisite Lenders.

In Furtherance of Subordination. (a) Upon any distribution of all or any of the assets of the Company Borrower (i) in the event of (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, Insolvency Proceeding (as defined below) or other similar case or proceeding in connection therewith, relative to the Company Borrower or to any of its creditors, as such, or to its assets, or (ii) in the event of any liquidation, dissolution or other winding up of the CompanyBorrower, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy bankruptcy, or (iii) in the event of any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the CompanyBorrower, then and in any such event, to the extent not otherwise provided for in the Original Subordination Agreement, the Trustee, for the benefit event each holder of the Holders, Obligations shall be entitled to receive payment in full in cash of all amounts due or to become due (whether or not an event Event of default Default has occurred under any evidence of the Obligations or the maturity of the Obligations has been declared due and payable prior accelerated) to the date on extent constituting Obligations (other than contingent indemnification Obligations with respect to which it would no claim has been asserted and any Obligations under Letters of Credit that have been Cash Collateralized or otherwise have become due backstopped (including by “grandfathering” into future credit facilities) in a manner reasonably satisfactory to the Administrative Agent and payable) on or in respect of all Obligationseach applicable L/C Issuer), including any postpetition post-petition interest thereonthereon and post-petition fees and expenses with respect thereto (in each case, whether or not allowed or allowable as a claim in such proceedingsproceeding or not), before the Subordinated Creditors are Special Limited Partner is entitled to receive further any payment on account of the principal of (or premium, if any, on) any Subordinated FeesObligations, and to that end, any payment or distribution of any kind or character, whether in cash, securities or other property or securities, which may thereafter that would otherwise (but for this Agreement) be payable or deliverable to the Special Limited Partner in respect of the any Subordinated Fees, in any such case, proceeding, dissolution, liquidation or other winding up or event, shall, to the extent not otherwise provided for in the Original Subordination Agreement, Obligations shall be paid or delivered by the person making such distribution or payment, whether a trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or agent, or otherwise, directly to the Trustee Agent for the application in payment or prepayment of the Obligations until in accordance with the Obligations shall have been paid priorities then existing among the Lenders under the Credit Agreement to the extent necessary to satisfy in full all Obligations including any post-petition interest thereon and post-petition fees and expenses with respect thereto (in casheach case, whether allowed in such proceeding or not) then remaining unpaid.