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 Borrower to creditors of the Borrower upon the dissolution, winding up, liquidation, arrangement or reorganization of the Borrower, whether in any bankruptcy, insolvency, arrangement, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower or otherwise, any payment or distribution of any kind (whether in cash, property or securities) which otherwise would be payable or deliverable upon or with respect to the Subordinated Debt will be paid or delivered directly to the Collateral Agent for application (in the case of cash) to or as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Obligations until the Senior Obligations have been paid in full (other than the surviving obligations) before any payment is made on account of the Subordinated Debt. (b) If any proceeding referred to in Section 6(a) is commenced by or against the Borrower: (i) subject to Section 6(c), each of the Subordinated Creditors will duly and promptly take such reasonable actions as any Senior Creditor may request (A) to collect the Subordinated Debt for the respective accounts of the Senior Creditors and to file and prove appropriate claims or proofs of claim in respect of the Subordinated Debt; (B) to execute and deliver to the Senior Creditors such powers of attorney, assignments or other instruments as any of them may reasonably request in order to enable them to enforce any and all claims with respect to 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; and (ii) each Senior Creditor is irrevocably authorized and empowered (in its own name or in the name of the Subordinated Creditors or otherwise), but has no obligation, to demand, sue for, collect and receive every payment or distribution referred to in Section 6(a) and give acquittance therefor and to file claims and proofs of claim and take such other action as it may deem reasonably necessary or advisable for the exercise or enforcement of any of the rights or interests of such Senior Creditor under this Agreement. Notwithstanding the foregoing, the Senior Creditors shall file claims in respect of the Subordinated Debt on behalf of the Subordinated Creditors only if the Subordinated Creditors do not do so prior to twenty days before the expiration of the time to file claims in such proceedings.

In Furtherance of Subordination. (a) Upon any distribution of all or any of the assets of the Borrower to creditors of the Borrower upon Debtor (whether in connection with the dissolution, winding up, liquidation, arrangement arrangement, reorganization, adjustment, protection, relief or reorganization composition of the Borrower, Debtor or its debts or whether in any bankruptcy, insolvency, arrangement, reorganization reorganization, receivership, relief or receivership similar proceedings or whether upon an assignment for the benefit of creditors or otherwise) the following provisions shall apply: (i) Agent shall first be entitled to receive payment in full of the principal thereof, premium, if any, and interest (including post-petition interest) due thereon before Subordinated Creditor or the holder of the Subordinated Debt is entitled to receive any payment on account of the principal of or interest on or any other marshalling amount owing in respect of the assets and liabilities of the Borrower or otherwiseSubordinated Debt; (ii) any payment, any payment dividend or distribution of assets of Debtor of any kind (or character, whether in cash, property or securities) securities to which otherwise would be payable Subordinated Creditor or deliverable upon or with respect to the holder of the Subordinated Debt will would be entitled except for the provisions of this Agreement, shall be paid by the liquidating trustee or delivered agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or other trustee or agent, directly to Agent, to the Collateral extent necessary to make payment in full of all Senior Indebtedness remaining unpaid; (iii) in any such proceeding, Agent for application is hereby irrevocably authorized and empowered (in the case name of cash) Subordinated Creditor or otherwise), but shall have no obligation, to or as collateral (in the case of noncash property or securities) for the demand, sue xxx, collect and receive every payment or prepayment distribution referred to in clauses (i) and (ii) of subsection (a) above and given acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Senior Obligations until the Senior Obligations have been paid in full (Subordinated Debt or enforcing any security interest or other than the surviving obligations) before any lien securing payment is made on account of the Subordinated Debt. (b) If as it may deem necessary or advisable for the exercise or enforcement of any proceeding referred to in Section 6(a) is commenced by or against the Borrower: (i) subject to Section 6(c), each of the rights or interests of Agent; (iv) in any proceeding, Subordinated Creditors will Creditor shall duly and promptly take such reasonable actions action to the extent, and only to the extent as any Senior Creditor Agent may request expressly request: (A) to collect the Subordinated Debt for the respective accounts account of the Senior Creditors Agent and to file and prove appropriate claims or proofs of claim in respect of the Subordinated Debt; (B) to execute and deliver to the Senior Creditors Agent such powers of attorney, assignments assignments, or other instruments as any of them it may reasonably request in order to enable them it to enforce any and all claims with respect to 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; and (iiv) each Senior in any such proceeding, Subordinated Creditor is shall not have any right to setoff against the Subordinated Debt any indebtedness owned by Subordinated Creditor to Debtor (including, without limitation, any right of setoff under Section 553 of the Bankruptcy Code), and Subordinated Creditor hereby irrevocably authorized agrees, to the fullest extent permitted by law, that it will not exercise (and empowered (in its own name or herein waives) any right of setoff. If the foregoing waivers are adjudicated unenforceable by a court of competent jurisdiction, then Subordinated Creditor agrees that, in the name event that Subordinated Creditor exercises any right of setoff in any such proceeding, Subordinated Creditor will pay directly to Agent, an amount equal to the amount of Subordinated Creditors or otherwise)Debt which was so setoff, but has no obligationfor application to such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full; (b) in the event that, to demandnotwithstanding the foregoing provisions of this Section 4, sue for, collect and receive every any payment or distribution referred of assets of Debtor of any kind or character, whether in cash, property or securities, shall be received by Subordinated Creditor on account of principal or interest on Subordinated Debt before all Senior Indebtedness is paid in full, or effective provision shall have been made for its payment, such payment or distribution shall be received shall be paid over to Agent, for application to the payment of such Senior Indebtedness until all such Senior Indebtedness shall have been paid in Section 6(afull; and (c) and give acquittance therefor and Agent is hereby authorized to file claims and proofs demand specific performance of claim and take such other action as it may deem reasonably necessary this Agreement, whether or advisable for the exercise or enforcement of not Debtor shall have complied with any of the rights or interests of such Senior provisions hereof applicable to it, at any time when Subordinated Creditor under this Agreement. Notwithstanding the foregoing, the Senior Creditors shall file claims in respect have failed to comply with any of the provisions of this Agreement applicable to it. Subordinated Debt Creditor hereby irrevocably waives any defense based on behalf the adequacy of the Subordinated Creditors only if the Subordinated Creditors do not do so prior a remedy at law, which might be asserted as a bar to twenty days before the expiration such remedy of the time to file claims in such proceedingsspecific performance.

In Furtherance of Subordination. (a) Upon any distribution of all or any of the assets of Borrower or any Subsidiary in the Borrower to creditors event of the Borrower upon the dissolution(i) any insolvency or bankruptcy case or proceeding, winding upor any receivership, liquidation, arrangement reorganization or reorganization other similar case or proceeding in connection therewith, relative to Borrower or any Subsidiary or to its creditors, as such, or to its assets, or (ii) any liquidation, dissolution or other winding up of the BorrowerBorrower or any Subsidiary, whether in any voluntary or involuntary and whether or not involving insolvency or bankruptcy, insolvency, arrangement, reorganization or receivership proceedings or upon an (iii) any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower or otherwiseany Subsidiary, then and in any such event the Senior Creditors shall receive indefeasible payment in full in cash of all amounts due or to become due (whether or not a Senior Default has occurred or the Senior Indebtedness have been declared due and payable prior to the date on which they would otherwise have become due and payable) on or in respect of all Senior Indebtedness (including post-petition interest or other debt) before the Subordinated Creditor shall be 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 Subordinated Debt, and to that end, any payment or distribution of any kind (or character, whether in cash, property or securities) , which otherwise would may be payable or deliverable upon or with in respect to of the Subordinated Debt will Debt, in any such case, proceeding, dissolution, liquidation or other winding up or event, shall be paid or delivered directly to the Collateral Administrative Agent for the benefit of the Senior Creditors pro rata, for application (in the case of cash) to or as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Obligations Indebtedness (or, to the extent any of the Senior Indebtedness consists of unmatured Reimbursement Obligations, to be held as collateral for such Reimbursement Obligations), until the Senior Obligations Indebtedness shall have been indefeasibly paid in full (other than the surviving obligations) before any payment is made on account of the Subordinated Debt. (b) If any proceeding referred to in Section 6(a) is commenced by or against the Borrower: (i) subject to Section 6(c), each of the Subordinated Creditors will duly and promptly take such reasonable actions as any Senior Creditor may request (A) to collect the Subordinated Debt for the respective accounts of the Senior Creditors and to file and prove appropriate claims or proofs of claim in respect of the Subordinated Debt; (B) to execute and deliver to the Senior Creditors such powers of attorney, assignments or other instruments as any of them may reasonably request in order to enable them to enforce any and all claims with respect to 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; and (ii) each Senior Creditor is irrevocably authorized and empowered (in its own name or in the name of the Subordinated Creditors or otherwise), but has no obligation, to demand, sue for, collect and receive every payment or distribution referred to in Section 6(a) and give acquittance therefor and to file claims and proofs of claim and take such other action as it may deem reasonably necessary or advisable for the exercise or enforcement of any of the rights or interests of such Senior Creditor under this Agreement. Notwithstanding the foregoing, the Senior Creditors shall file claims in respect of the Subordinated Debt on behalf of the Subordinated Creditors only if the Subordinated Creditors do not do so prior to twenty days before the expiration of the time to file claims in such proceedingscash.