Insolvency, Etc. In the event of: (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any Company, its creditors or its Properties and Facilities; (b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings; (c) any assignment by the Company for the benefit of creditors; or (d) any other marshalling of the assets of the Company first, all Senior Financing shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that would otherwise (but for this Section 13.5) be payable or deliverable in respect of Subordinated Debt shall first be paid or delivered directly to the holders of Senior Financing in accordance with the priorities then existing among such holders until all Senior Financing shall have been paid in full in cash and second be paid or delivered directly to the holders of Senior Term C Loan B in accordance with the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid or delivered directly to the holders of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cash.
Appears in 2 contracts
Samples: Note and Equity Purchase Agreement (Mirion Technologies, Inc.), Note and Equity Purchase Agreement (Mirion Technologies, Inc.)
Insolvency, Etc. In the event ofIf an Event of Bankruptcy occurs, then and in any such event:
(a) all Senior Debt (including any insolvencyinterest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, bankruptcywhether or not such interest is a claim or is collectible) shall first be Paid In Full before any payment or distribution of any character, receivershipwhether in cash, liquidation, reorganization, readjustment, composition securities or other similar proceeding relating to any Companyproperty, its creditors or its Properties and Facilitiesshall be made by Loral Space in respect of this Guaranty;
(b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;
(c) any assignment by the Company for the benefit of creditors; or
(d) any other marshalling of the assets of the Company first, all Senior Financing shall be paid in full in cash before any payment or distributiondistribution of any character, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinatedsecurities, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that which would otherwise (but for this Section 13.5the terms hereof) be payable or deliverable by Loral Space in respect of Subordinated Debt this Guaranty, shall first be paid or delivered directly to the holders of Senior Financing in accordance with Debt at the priorities then existing among such holders time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, until all Senior Financing Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been paid Paid In Full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in full the premises to effect all such payments and deliveries; and
(c) the Holder will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in cash respect of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and second the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be paid entitled to accept or delivered directly to the holders reject any plan of Senior Term C Loan B in accordance with the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid reorganization or delivered directly to the holders of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in casharrangement.
Appears in 2 contracts
Samples: Subordinated Guaranty (Loral Cyberstar Inc), Subordinated Guaranty (Loral Space & Communications LTD)
Insolvency, Etc. In the event of:
of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any the Company, its creditors Subsidiaries or its Properties and Facilities;
property, (b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, and whether or not involving insolvency or bankruptcy proceedings;
, (c) any assignment by the Company for the benefit of creditors; or
, or (d) any other distribution, division, marshalling or application of any of the properties or assets of the Company firstor the proceeds thereof to creditors, voluntary or involuntary, and whether or not involving legal proceedings, then and in any such event:
(i) all Senior Financing Debt shall first be paid in full in cash (including all principal, premium, if any, and interest, including interest accruing after the commencement of any such proceeding) before any payment or distributiondistribution of any character, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder in respect of any Subordinated Debt Notes;
(ii) all principal or any Senior Term Notes premium, if any, and interest on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before forthwith become due and payable, and any payment or distributiondistribution of any character, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that which would otherwise (but for this Section 13.5the terms hereof) be payable or deliverable in respect of Subordinated Debt any Notes, shall first be paid or delivered directly to the holders of the Senior Financing in accordance with Debt, for application to the priorities then existing among such holders payment of the Senior Debt, until all Senior Financing Debt shall have been paid in full in cash full, and second be paid or delivered directly to the holders of the Notes at the time outstanding irrevocably authorize, empower and direct all receivers, trustees, liquidators, conservators, fiscal agents and other having authority in the premises to effect all such payments and deliveries;
(iii) each holder of the Notes at the time outstanding irrevocably authorizes and empowers each holder of the Senior Term C Loan B Debt and such holder's representatives (without imposing any obligation on any holder of the Senior Debt or such holder's representative) to demand, sux xor, collect and receive such holder's ratable share of all such payments and distributions and to receipt therefor, and to file and prove all claims therefor and take all such other action (including the right to vote the Notes) in accordance with the priorities then existing among name of such holder or otherwise, as such holder of the Senior Debt or such holder's representative may determine to be necessary or appropriate for the enforcement of this 6.2; and
(iv) the holders until all Senior Term B of the Notes shall execute and deliver to each holder of the Senior Debt or such holder's representative all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other action as may be reasonably 62 requested by such holder of the Senior Debt or such holder's representative to enforce all claims upon or in respect of the Notes. For all purposes of this instrument, Senior Debt shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of principal, premium, if any, and interest in cash respect of all Senior Debt at the time outstanding, and third in case there are two or more holders of the Senior Debt any payment or distribution required to be paid or delivered directly to the holders of the Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes Debt shall have been paid in full in cash and fourth be paid or delivered directly to such holders ratably according to the holders of respective aggregate amounts remaining unpaid on the Senior Subordinated Notes in accordance with the priorities then existing among Debt held by such holders until all Senior Subordinated Notes shall have been paid in full in cashholders.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Phillips R H Inc), Securities Exchange Agreement (Phillips R H Inc)
Insolvency, Etc. In the event of:
(a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating which relates to any Company, its creditors the Company or its Properties and Facilities;Property,
(b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;,
(c) any assignment by the Company for the benefit of creditors; , or
(d) any other marshalling marshaling of the assets of the Company firstCompany, then and in any such event:
(i) all Senior Financing Debt shall first be paid in full full, in cash or cash equivalents, before any payment or distribution, whether in cash, securities Securities or other Property, shall be made to any holder of any Subordinated Debt on account of any Subordinated Debt;
(ii) any payment or distribution, whether in cash, Securities or other Property (other than securities Securities of the Company or any other corporation provided for by a plan of or reorganization or readjustment the payment of which is subordinated, at least to the extent of the Subordinated Debt as provided in this Article 13 with respect to Subordinated DebtSection 8, to the payment of all Senior Financing and the Senior Term C Loans Debt at the time outstanding and to any securities Securities issued to the holders of Senior Debt in respect thereof of the Senior Debt under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”readjustment)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that would otherwise (but for this Section 13.5) 8) be payable or deliverable in respect of Subordinated Debt Debt, shall first be paid or delivered directly to the holders of Senior Financing Debt in accordance with the priorities then existing among such holders of Senior Debt until all Senior Financing Debt shall have been paid in full full, in cash and second be paid or delivered directly cash equivalents; and
(iii) if any holder of Subordinated Debt fails to file a claim or proof of debt in respect of such Subordinated Debt in such proceedings at least five (5) Business Days prior to the latest date permitted by rule of law or court order for such filing, then the holders of Senior Term C Loan B Debt shall be authorized (but not obligated) to file such claim or proof on behalf of such holder of Subordinated Debt. Each holder of the Subordinated Debt agrees that, while it shall retain the right to vote its claim and otherwise act in accordance with the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid any bankruptcy, insolvency or delivered directly similar proceeding related to the holders Company, such holder will not take any act or vote in any way so as to contest the enforceability of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cashsubordination provisions set forth herein.
Appears in 1 contract
Samples: Note Purchase Agreement (Omniquip International Inc)
Insolvency, Etc. In the event of:The Company or any Consolidated Subsidiary ---------------- shall
(a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any Company, its creditors or its Properties and Facilities;
(b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;
(c) any make a general assignment by the Company for the benefit of creditors; or
(db) any other marshalling apply for or consent (by admission of material allegations of a petition or otherwise) to the assets appointment of the Company firsta receiver, all Senior Financing shall be paid in full in cash before any payment custodian, trustee or distribution, whether in cash, securities (other than securities liquidator of the Company or any Consolidated Subsidiary or any substantial part of the properties of the Company or any Consolidated Subsidiary or authorize such application or consent, or proceedings seeking such appointment shall be commenced without such authorization, consent or application against the Company or any Consolidated Subsidiary and continue undismissed for 30 days (or if such dismissal of such unauthorized proceedings cannot reasonably be obtained within such 30 day period, the Company or any Consolidated Subsidiary shall fail either to proceed with due diligence to seek to obtain dismissal within such 30 day period or to obtain dismissal within 60 days); (c) authorize or file a voluntary petition in bankruptcy, suffer an order for relief under any federal bankruptcy law, or apply for or consent (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, arrangement, readjustment of debt, insolvency, dissolution, liquidation or other corporation provided for similar law of any jurisdiction, or authorize such application or consent, or proceedings to such end shall be instituted against the Company or any Consolidated Subsidiary without such authorization, application or consent which are not vacated within 30 days from the date thereof (or if such vacation cannot reasonably be obtained within such 30 day period, the Company shall fail either to proceed with due diligence to seek to obtain vacation within such 30 day period or to obtain vacation within 60 days); (d) permit or suffer all or any substantial part of its properties to be sequestered, attached, or subjected to a Lien (other than a Lien expressly permitted by a plan of reorganization the exception to Section 5.7) through any legal proceeding or readjustment the payment of distraint which is subordinatednot vacated within 30 days from the date thereof (or if such vacation cannot reasonably be obtained within such 30 day period, at least the Company shall fail either to proceed with due diligence to seek to obtain vacation within such 30 day period or to obtain vacation within 60 days); (e) generally not pay its debts as such debts become due or admit in writing its inability to do so; or (f) conceal, remove, or permit to be concealed or removed, any material part of its property, with intent to hinder, delay or defraud its creditors or any of them; provided, however, that the extent provided in this Article 13 foregoing -------- ------- events will not constitute an Event of Default if such events occur with respect to Subordinated Debtany Subsidiary which is: (i) a Consolidated Subsidiary not incorporated under the laws of any State of the United States, the District of Columbia or Canada or any province thereof and not engaged in the retail business, if the aggregate Value of the Company's and all Consolidated Subsidiaries' investments in and advances to such Consolidated Subsidiary and all such other Consolidated Subsidiaries to which these tests are being applied within a period of 18 months ending on the payment date of all Senior Financing determination, does not exceed $15,000,000; or (ii) a Consolidated Subsidiary incorporated under the laws of any State of the United States, the District of Columbia or Canada or any province thereof and not engaged in the Senior Term C Loans retail business, if at the time outstanding such events occur (y) the Company has a Level I Rating, a Level II Rating, a Level III Rating or a Level IV Rating and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)z) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities aggregate Value of the Company’s or any 's and all Consolidated Subsidiaries' investments and advances to such Consolidated Subsidiary and all other corporation provided for by such Consolidated Subsidiaries to which these tests are being applied within a plan period of reorganization or readjustment 18 months ending on the payment date of which is subordinateddetermination, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that would otherwise (but for this Section 13.5) be payable or deliverable in respect of Subordinated Debt shall first be paid or delivered directly to the holders of Senior Financing in accordance with the priorities then existing among such holders until all Senior Financing shall have been paid in full in cash and second be paid or delivered directly to the holders of Senior Term C Loan B in accordance with the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid or delivered directly to the holders of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cash.does not exceed $7,500,000;
Appears in 1 contract
Samples: Credit Agreement (Limited Inc)
Insolvency, Etc. (a) In the event of:
(a) of any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition reorganization or other similar proceeding relating proceedings, relative to the Company or to its property, or in the event of any Company, its creditors or its Properties and Facilities;
(b) any proceeding proceedings for the voluntary liquidation, dissolution or other winding-winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;
(c) bankruptcy, so long as any assignment by Senior Obligations are outstanding, the Company for holders of Senior Obligations shall be entitled in any such proceedings to receive payment in full of all Senior Obligations before the benefit holders of creditors; or
(d) Subordinate Liabilities are entitled in such proceedings to receive any other marshalling payment on account of the assets of the Company firstSubordinate Liabilities, all and to that end in any such proceedings, so long as any Senior Financing shall be paid in full in cash before Obligations remain outstanding, any payment or distributiondistribution of any kind or character, whether in cash, securities (other than securities of the Company cash or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that to which the holders of Subordinate Liabilities would otherwise (be entitled but for this Section 13.5the provisions hereof (except securities which are subordinate and junior in right of payment to all Senior Obligations then outstanding) shall be payable or deliverable in respect of Subordinated Debt shall first be paid or delivered directly to the holders of Senior Financing Obligations to the extent necessary to make payment in accordance with the priorities then existing among such holders until full of all Senior Financing shall have been paid in full in cash and second be paid Obligations remaining unpaid, after giving effect to any concurrent payment or delivered directly distribution to or for the holders of Senior Term C Loan B Obligations in accordance with respect thereof.
(b) Upon any holder of Subordinate Liabilities failing to take within five (5) business days of such request any of the priorities then existing among such following actions requested by the holders until all of the Senior Term B Notes shall have been paid in full in cash and third be paid or delivered directly to Obligations, so long as any Senior Obligations remain outstanding, the holders of Senior Term C Loan C Obligations (or their representatives), as attorney-in-fact for such holder of Subordinate Liabilities, are (A) authorized and empowered, in accordance with any proceedings described in Section 2.2(a), in their own names or in the priorities then existing among names of the holders of Subordinate Liabilities, to (i) file claims, proofs of claim and other instruments of similar character reasonably necessary to enforce the obligations of the Company in respect of the Subordinate Liabilities, and (ii) receive and apply to the Senior Obligations every payment or distribution referred to in Section 2.2(a) to which such holders until all Senior Term C Notes shall have been paid of Subordinate Liabilities are entitled in full in cash respect thereof and fourth be paid or delivered directly to give acquittance therefor and (B) each holder of Subordinate Liabilities hereby appoints the holders of Senior Subordinated Notes Obligations, or any agent or representative designated by them for the purpose, as attorney-in-fact for such holder of Subordinate Liabilities, to (i) demand, xxx for, collect and receive any and all such monies or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, and (ii) to take such other action incidental thereto in accordance with its own name or in the priorities then existing among name of the holders of Subordinate Liabilities as the holders of Senior Obligations may reasonably deem necessary; and the holders of Subordinate Liabilities will execute and deliver such other and further powers of attorney or other instruments as the holders until all of Senior Subordinated Notes shall have been paid Obligations, or any agent or representative designated by them for the purpose, may request in full in cashorder to accomplish the foregoing.
Appears in 1 contract
Samples: Senior Subordinated Secured Note and Warrant Purchase Agreement (SoftBrands, Inc.)
Insolvency, Etc. In the event ofIf an Event of Bankruptcy occurs, then and in any such event:
(a) all Senior Debt (including any insolvencyinterest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, bankruptcywhether or not such interest is a claim or is collectible) shall first be Paid In Full before any payment or distribution of any character, receivershipwhether in cash, liquidation, reorganization, readjustment, composition securities or other similar proceeding relating to any Companyproperty, its creditors or its Properties and Facilitiesshall be made by Loral Space in respect of this Guaranty;
(b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;
(c) any assignment by the Company for the benefit of creditors; or
(d) any other marshalling of the assets of the Company first, all Senior Financing shall be paid in full in cash before any payment or distributiondistribution of any character, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinatedsecurities, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that which would otherwise (but for this Section 13.5the terms hereof) be payable or deliverable by Loral Space in respect of Subordinated Debt this Guaranty, shall first be paid or delivered directly to the holders of Senior Financing in accordance with Debt at the priorities then existing among such holders time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, until all Senior Financing Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been paid Paid In Full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in full the premises to effect all such payments and deliveries; and
(c) the Holder will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in cash respect of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and second the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of
2.05.1 the terms hereof and the Holder will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be paid entitled to accept or delivered directly to the holders reject any plan of Senior Term C Loan B in accordance with the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid reorganization or delivered directly to the holders of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in casharrangement.
Appears in 1 contract
Insolvency, Etc. (a) In the event of:
of any Bankruptcy Event, all Loan Obligations (a) including any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to claim for interest thereon accruing at the contract rate after the commencement of any Company, its creditors or its Properties such Bankruptcy Event and Facilities;
(b) any proceeding claim for additional interest that would have accrued thereon but for the liquidation, dissolution or other winding-up occurrence of the Company, voluntary or involuntaryBankruptcy Event, whether or not involving insolvency or bankruptcy not, in either case, such claim shall be enforceable in such proceedings;
(c) any assignment by the Company for the benefit of creditors; or
(d) any other marshalling of the assets of the Company first, all Senior Financing shall first be paid in full in cash or Cash Equivalents before any direct or indirect payment or distribution, whether in cashcash or Cash Equivalents, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, is made in respect of the Permitted Subordinated Debt, and whether made directly any cash, securities or indirectly that other property which would otherwise (but for this Section 13.5these subordination provisions) be payable or deliverable in respect of the Permitted Subordinated Debt directly or indirectly by the Borrower from any source whatsoever shall first be paid or delivered directly to the holders of Senior Financing in accordance with the priorities then existing among such holders Loan Obligations until all Senior Financing Loan Obligations (including claims for interest and additional interest as aforesaid) shall have been paid in full in cash or Cash Equivalents.
(b) The holder of Permitted Subordinated Debt shall not (i) accelerate the maturity of the principal of and second be paid accrued interest on the Permitted Subordinated Debt unless all Loan Obligations have become due and payable, whether automatically or delivered directly by acceleration, before its stated maturity and Exhibits – Cleco Corporation Credit Agreement such acceleration has not been rescinded; (ii) commence any judicial action or proceeding to collect payment of principal of or interest on the holders Permitted Subordinated Debt; (iii) commence or join with any other creditor or creditors of Senior Term C Loan B the Borrower in accordance with commencing any Bankruptcy Event against the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid Borrower; or delivered directly to (iv) take any collateral security for the holders Permitted Subordinated Debt without the consent of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cashAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Cleco Power LLC)
Insolvency, Etc. In the event of:
(ai) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating which relates to any Company, its creditors the Company or its Properties and Facilities;property,
(bii) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;,
(ciii) any assignment by the Company for the benefit of creditors; , or
(div) any other marshalling of the assets of the Company firstCompany, all Senior Financing Debt (including any interest thereon accruing at the contract rate after the commencement of any such proceedings, but only to the extent allowed as a claim in such proceeding) shall first be paid in full in cash before any payment or distribution, whether in cash, securities or other property, shall be made to any holder of any Subordinated Debt on account of any Subordinated Debt. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of or reorganization or readjustment the payment of which is subordinated, at least to the extent of the Subordinated Debt as provided in this Article 13 with respect to Subordinated DebtSection 1, to the payment of all Senior Financing and the Senior Term C Loans at Debt a the time outstanding and to any securities Securities issued to the holders of Senior Debt in respect thereof of the Senior Debt under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”readjustment)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that would otherwise (but for this Section 13.51) be payable or deliverable in respect of Subordinated Debt Debt, shall first be paid or delivered directly to the holders of Senior Financing Debt in accordance with the priorities then existing among such holders of Senior Debt until all Senior Financing Debt (including any interest thereon accruing at the contract rate of the Senior Debt after the commencement of any such proceedings, but only to the extent allowed as a claim in such proceedings) shall have been paid in full full, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of Senior Debt, provided that in cash the event that payment or delivery of such cash, securities or other property to any holder of Subordinated Debt is authorized by an order or decree giving effect, and second expressly stating in such order or decree that effect is given, to the subordination of Subordinated Debt to the Senior Debt in, or substantially in, accordance with the provisions of this Section 1 and made by a court of competent jurisdiction in a reorganization case or proceeding under any applicable law, then
(A) no payment or delivery of such cash, securities or other property payable or deliverable with respect to the Subordinated Debt need be paid or delivered directly made to the holders of the Senior Term C Loan B in accordance with the priorities then existing among Debt, and
(B) no such holders until all Senior Term B Notes shall have been paid in full in cash delivery need be made of securities that are subordinate and third be paid or delivered directly junior to the holders payment of the Senior Term C Loan C in accordance with Debt then outstanding and that are issued pursuant to reorganization, dissolution or liquidation proceedings by the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid Company or delivered directly to by the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cashCompany as reorganized.
Appears in 1 contract
Insolvency, Etc. In the event ofIf an Event of Bankruptcy occurs, then and in any such event:
(a) all Senior Debt (including any insolvencyinterest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, bankruptcywhether or not such interest is a claim or is collectible) shall first be Paid In Full before any payment or distribution of any character, receivershipwhether in cash, liquidation, reorganization, readjustment, composition securities or other similar proceeding relating to any Companyproperty, its creditors or its Properties and Facilitiesshall be made by the Company in respect of this Note;
(b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;
(c) any assignment by the Company for the benefit of creditors; or
(d) any other marshalling of the assets of the Company first, all Senior Financing shall be paid in full in cash before any payment or distributiondistribution of any character, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinatedsecurities, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that which would otherwise (but for this Section 13.5the terms hereof) be payable or deliverable by the Company in respect of Subordinated Debt this Note, shall first be paid or delivered directly to the holders of Senior Financing in accordance with Debt at the priorities then existing among such holders time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, until all Senior Financing Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been paid Paid In Full, and the holder of this Note at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in full the premises to effect all such payments and deliveries; and
(c) the holder of this Note will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of the Company in cash respect of this Note. In the event that the holder of this Note shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the holder of this Note, take such action on behalf of the holder of this Note and second the holder of this Note hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the holder of this Note as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the holder of this Note will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be paid entitled to accept or delivered directly to the holders reject any plan of Senior Term C Loan B in accordance with the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid reorganization or delivered directly to the holders of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in casharrangement.
Appears in 1 contract
Samples: Subordinated Guaranty (Loral Space & Communications LTD)
Insolvency, Etc. In the event of:
of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition composition, or other similar proceeding relating to any Company, its creditors Pioneer or its Properties and Facilities;
property, (b) any proceeding for the liquidation, dissolution dissolution, or other winding-up of the CompanyPioneer, voluntary or involuntary, and whether or not involving insolvency or bankruptcy proceedings;
, (c) any assignment by the Company Pioneer for the benefit of creditors; or
, or (d) any other marshalling distribution, division, marshaling, or application of any of the properties or assets of Pioneer or the Company firstproceeds thereof to creditors, voluntary or involuntary, and whether or not involving legal proceedings, then and in such event:
(i) all Senior Financing Superior Indebtedness shall first be paid in full in cash (including all principal, premium, if any, and interest, including interest accruing after the commencement of any such proceeding) before any payment or distributiondistribution of any character, whether in cash, securities securities, or other property (other than securities of the Company Pioneer or any other corporation provided for by a plan of reorganization or readjustment or similar plan, the payment of which is subordinated, at least to the extent provided in this Article 13 Agreement with respect to Subordinated DebtInferior Indebtedness, to the payment of all Senior Financing and the Senior Term C Loans Superior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)plan) or other property shall be is made to any holder in respect of any Subordinated Debt or any Senior Term Notes Inferior Indebtedness;
(ii) all principal and premium, if any, and interest on account of any Subordinated Debt or the Senior Term Notes; Inferior Indebtedness shall forthwith become due and secondpayable, all Senior Term B Notes shall be paid in full in cash before and any payment or distributiondistribution of any character, whether in cash, securities (other than Other Subordinated Securities) securities, or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s Pioneer or any other corporation provided for by a plan of reorganization or readjustment or similar plan, the payment of which is subordinated, at least to the extent provided in this Article 13 Agreement with respect to Junior Subordinated NotesInferior Indebtedness, to the payment of all Senior Subordinated Notes Superior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)plan) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that which would otherwise (but for this Section 13.5the terms hereof) be payable or deliverable in respect of Subordinated Debt any Inferior Indebtedness, shall first be paid or delivered directly to the holders of Senior Financing in accordance with the priorities then existing among such holders Superior Indebtedness, until all Senior Financing Superior Indebtedness shall have been paid in full in cash and second be paid or delivered directly to full, the holders of Senior Term C Loan B the Inferior Indebtedness at the time outstanding irrevocably authorize, empower, and direct all receivers, trustees, liquidators, conservators, fiscal agents, and others having authority in accordance with the priorities then existing among premises to effect all such payments and deliveries;
(iii) each holder of the Inferior Indebtedness at the time outstanding irrevocably authorizes and empowers each holder of the Superior Indebtedness or such holder's representative to demand, xxx for, collect, and receive such holder's ratable share of all such payments and distributions and to receipt therefor, and to file and prove all claims therefor and take all such other action, in the name of such holder or otherwise, as such holder of the Superior Indebtedness or such holder's representative may determine to be necessary or appropriate for the enforcement of this Section 3; and
(iv) the holders until of the Inferior Indebtedness shall execute and deliver to each holder of the Superior Indebtedness or such holder's representative all Senior Term B Notes such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim, and other instruments, and shall take all such other action as may be requested by such holder of the Superior Indebtedness or such holder's representative to enforce all claims upon or in respect of the Inferior Indebtedness. For all purposes of this Agreement, Superior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash equal to the amount of principal, premium, if any, and interest in cash respect of all Superior Indebtedness at the time outstanding, and third in case there are two or more holders of the Superior Indebtedness any payment or distribution required to be paid or delivered directly to the holders of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes Superior Indebtedness shall have been paid in full in cash and fourth be paid or delivered directly to such holders ratably according to the holders respective aggregate amounts remaining unpaid on the Superior Indebtedness of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cashholders.
Appears in 1 contract
Insolvency, Etc. (a) In the event of:
(a) of any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition reorganization or other similar proceeding relating proceedings, relative to the Company or to its property, or in the event of any Company, its creditors or its Properties and Facilities;
(b) any proceeding proceedings for the voluntary liquidation, dissolution or other winding-winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;
(c) bankruptcy, so long as any assignment by Senior Obligations are outstanding, the Company for holders of Senior Obligations shall be entitled in any such proceedings to receive payment in full of all Senior Obligations before the benefit holders of creditors; or
(d) Subordinate Liabilities are entitled in such proceedings to receive any other marshalling payment on account of the assets of the Company firstSubordinate Liabilities, all and to that end in any such proceedings, so long as any Senior Financing shall be paid in full in cash before Obligations remain outstanding, any payment or distributiondistribution of any kind or character, whether in cash, securities (other than securities of the Company cash or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that to which the holders of Subordinate Liabilities would otherwise (be entitled but for this Section 13.5the provisions hereof (except securities which are subordinate and junior in right of payment to all Senior Obligations then outstanding) shall be payable or deliverable in respect of Subordinated Debt shall first be paid or delivered directly to the holders of Senior Financing Obligations to the extent necessary to make payment in accordance with the priorities then existing among such holders until full of all Senior Financing shall have been paid in full in cash and second be paid Obligations remaining unpaid, after giving effect to any concurrent payment or delivered directly distribution to or for the holders of Senior Term C Loan B Obligations in accordance with respect thereof.
(b) Upon any holder of Subordinate Liabilities failing to take within five (5) business days of such request any of the priorities then existing among such following actions requested by the holders until all of the Senior Term B Notes shall have been paid in full in cash and third be paid or delivered directly to Obligations, so long as any Senior Obligations remain outstanding, the holders of Senior Term C Loan C Obligations (or their representatives), as attorney-in-fact for such holder of Subordinate Liabilities, are (A) authorized and empowered, in accordance with any proceedings described in Section 2.2(a), in their own names or in the priorities then existing among names of the holders of Subordinate Liabilities, to (i) file claims, proofs of claim and other instruments of similar character reasonably necessary to enforce the obligations of the Company in respect of the Subordinate Liabilities, and (ii) receive and apply to the Senior Obligations every payment or distribution referred to in Section 2.2(a) to which such holders until all Senior Term C Notes shall have been paid of Subordinate Liabilities are entitled in full in cash respect thereof and fourth be paid or delivered directly to give acquittance therefor and (B) each holder of Subordinate Liabilities hereby appoints the holders of Senior Subordinated Obligations, or any agent or representative designated by them for the purpose, as attorney-in-fact for such holder of Subordinate Liabilities, to (i) demand, xxx for, collect and receive any and all such monies or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, and (ii) to take such other action incidental thereto in its own name or in the name of the holders of Subordinate Liabilities as the holders of Senior Obligations may reasonably deem necessary; and the holders of Subordinate Liabilities will execute and deliver such other and further powers of attorney or other instruments as the holders of Senior Obligations, or any agent or representative designated by them for the purpose, may request in order to accomplish the foregoing. Notwithstanding the foregoing, neither this Section 2.2 nor any other provision of this Agreement, the Notes, the Purchase Agreement or the Company’s charter documents shall be construed to give any holder of Senior Obligations any right to vote any Notes or any Warrant Shares or any portion of such Notes, Warrant Shares or claim, whether in accordance connection with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cashany resolution, arrangements, plan of reorganization, compromise, settlement, election of trustees or otherwise.
Appears in 1 contract
Samples: Senior Subordinated Secured Note and Warrant Purchase Agreement (SoftBrands, Inc.)
Insolvency, Etc. In the event of:
of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any the Company, its creditors Subsidiaries or its Properties and Facilities;
property, (b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, and whether or not involving insolvency or bankruptcy proceedings;
, (c) any assignment by the Company for the benefit of creditors; or
, or (d) any other distribution, division, marshalling or application of any of the properties or assets of the Company firstor the proceeds thereof to creditors, voluntary or involuntary, and whether or not involving legal proceedings, then and in any such event:
(i) all Senior Financing Debt shall first be paid in full in cash (including all principal, premium, if any, and interest, including interest accruing after the commencement of any such proceeding) before any payment or distributiondistribution of any character, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder in respect of any Subordinated Debt Notes;
(ii) all principal or any Senior Term Notes premium, if any, and interest on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before forthwith become due and payable, and any payment or distributiondistribution of any character, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that which would otherwise (but for this Section 13.5the terms hereof) be payable or deliverable in respect of Subordinated Debt any Notes, shall first be paid or delivered directly to the holders of the Senior Financing in accordance with Debt, for application to the priorities then existing among such holders payment of the Senior Debt, until all Senior Financing Debt shall have been paid in full in cash full, and second be paid or delivered directly to the holders of the Notes at the time outstanding irrevocably authorize, empower and direct all receivers, trustees, liquidators, conservators, fiscal agents and other having authority in the premises to effect all such payments and deliveries;
(iii) each holder of the Notes at the time outstanding irrevocably authorizes and empowers each holder of the Senior Term C Loan B Debt and such holder's representatives (without imposing any obligation on any holder of the Senior Debt or such holder's representative) to demand, sux xor, collect and receive such holder's ratable share of all such payments and distributions and to receipt therefor, and to file and prove all claims therefor and take all such other action (including the right to vote the Notes) in accordance with the priorities then existing among name of such holder or otherwise, as such holder of the Senior Debt or such holder's representative may determine to be necessary or appropriate for the enforcement of this 6.2; and
(iv) the holders until all Senior Term B of the Notes shall execute and deliver to each holder of the Senior Debt or such holder's representative all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other action as may be reasonably requested by such holder of the Senior Debt or such holder's representative to enforce all claims upon or in respect of the Notes. For all purposes of this instrument, Senior Debt shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of principal, premium, if any, and interest in cash respect of all Senior Debt at the time outstanding, and third in case there are two or more holders of the Senior Debt any payment or distribution required to be paid or delivered directly to the holders of the Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes Debt shall have been paid in full in cash and fourth be paid or delivered directly to such holders ratably according to the holders of respective aggregate amounts remaining unpaid on the Senior Subordinated Notes in accordance with the priorities then existing among Debt held by such holders until all Senior Subordinated Notes shall have been paid in full in cashholders.
Appears in 1 contract
Insolvency, Etc. (a) In the event of:
(a) of any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition reorganization or other similar proceeding relating proceedings, relative to Borrower or to its property, or in the event of any Company, its creditors or its Properties and Facilities;
(b) any proceeding proceedings for the voluntary liquidation, dissolution or other winding-winding up of the Company, voluntary or involuntaryBorrower, whether or not involving insolvency or bankruptcy proceedings;
(c) bankruptcy, so long as any assignment by Senior Obligations are outstanding, the Company for the benefit holders of creditors; or
(d) any other marshalling of the assets of the Company first, all Senior Financing Obligations shall be paid entitled in any such proceedings to receive payment in full in cash of all Senior Obligations before Lender is entitled in such proceedings to receive any payment on account of the Subordinate Liabilities, and to that end in any such Proceedings, so long as any Senior Obligations remain outstanding, any payment or distributiondistribution of any kind or character, whether in cash, securities (other than securities of the Company cash or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that to which Lender would otherwise (be entitled but for this Section 13.5the provisions hereof (except securities which are subordinate and junior in right of payment to all Senior Obligations then outstanding) shall be payable or deliverable in respect of Subordinated Debt shall first be paid or delivered directly to the holders of Senior Financing in accordance with Obligations to the priorities then existing among such holders until all Senior Financing shall have been paid extent necessary to make payment in full in cash and second be paid of all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or delivered directly distribution to or for the holders of Senior Term C Loan B Obligations in accordance with respect thereof.
(b) So long as any Senior Obligations remain outstanding and at any time after the priorities then existing among such holders until all Senior Term B Notes shall have been paid notice period required in full in cash and third be paid or delivered directly to the immediately following sentence, the holders of Senior Term C Loan C Obligations (or their representatives) are authorized and empowered, in accordance with any proceedings described in Section 6.02(a), in their own names or in the priorities then existing among name of Lender, to (i) file claims, proofs of claim and other instruments of similar character reasonably necessary to enforce the obligations of Borrower in respect of the Subordinate Liabilities, and (ii) receive and apply to the Senior Obligations every payment or distribution referred to in Section 6.02
(a) to which Lender is entitled in respect thereof and give acquittance therefor. In the event that Lender shall fail to take such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to action requested by the holders of Senior Subordinated Notes Obligations within five (5) Business Days after such request, the holders of Senior Obligations may, as attorney-in-fact for Lender, take such action on behalf of Lender in accordance such proceedings, and Lender hereby appoints the holders of Senior Obligations, or any agent or representative designated by them for the purpose, as attorney-in-fact for Lender, to (i) demand, sue xxx, collect and receive any and all such monies or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, and (ii) to take such other action incidental thereto in its own name or in the name of Lender as the holders of Senior Obligations may reasonably deem necessary; and Lender will execute and deliver such other and further powers of attorney or other instruments as the holders of Senior Obligations, or any agent or representative designated by them for the purpose, may request in order to accomplish the foregoing. Notwithstanding the foregoing, neither this Section 6.02 nor any other provision of this Agreement or the other Loan Documents or Borrower's charter documents shall be construed to give any holder of Senior Obligations any right to vote any Note, any shares of common stock of Borrower represented by the Warrant or issued pursuant to the exercise of the Warrant or any claim thereunder or with the priorities then existing among respect thereto, or any portion of any such holders until all Senior Subordinated Notes shall have been paid Notes, shares or claim, whether in full in cashconnection with any resolution, arrangements, plan of reorganization, compromise, settlement, election of trustees or otherwise.
Appears in 1 contract
Insolvency, Etc. In the event of:
of (a) any insolvency, bankruptcy, ---------------- receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any Company, its creditors the Borrower or its Properties and Facilities;
property, (b) any proceeding for the liquidation, dissolution or other winding-up of the CompanyBorrower, voluntary or involuntary, and whether or not involving insolvency or bankruptcy proceedings;
, (c) any assignment by the Company for the benefit of creditors; or
, or (d) any other distribution, division, marshalling or application of any of the properties or assets of the Company firstBorrower or the proceeds thereof to creditors, voluntary or involuntary, and whether or not involving legal proceedings, then and in any such event:
(i) all Senior Financing Debt shall first be paid in full in cash (including all principal, premium, if any, and interest, including interest accruing after the commencement of any such proceeding) before any payment or distributiondistribution of any character, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder in respect of any Subordinated Debt or any Senior Term Notes Obligations;
(ii) all principal and interest on account of any Subordinated Debt or the Senior Term Notes; Obligations shall forthwith become due and secondpayable, all Senior Term B Notes shall be paid in full in cash before and any payment or distributiondistribution of any character, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that which would otherwise (but for this Section 13.5the terms hereof) be payable or deliverable in respect of Subordinated Debt any Obligations, shall first be paid or delivered directly to the holders of the Senior Financing in accordance with Debt, for application to the priorities then existing among such holders payment of the Senior Debt, until all Senior Financing Debt shall have been paid in full full, and the Noteholders at the time outstanding irrevocably authorize, empower and direct all receivers, trustees, liquidators, conservators, fiscal agents and others having authority in cash the premises to effect all such payments and second deliveries;
(iii) each Noteholder at the time outstanding irrevocably authorizes and empowers each holder of the Senior Debt and such holder's representatives (without imposing any obligation on any holder of the Senior Debt or such holder's representative) to demand, xxx for, collect and receive such holder's ratable share of all such payments and distributions and to receipt therefor, and to file and prove all claims therefor and take all such other action in the name of such holder or otherwise, as such holder of the Senior Debt or such holder's representative may determine to be paid necessary or delivered directly appropriate for the enforcement of this Section 3.03; and
(iv) the Noteholders shall execute and deliver to each holder of the holders Senior Debt or such holder's representative all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other action as may be reasonably requested by such holder of the Senior Term C Loan B Debt or such holder's representative to enforce all claims upon or in accordance with respect of the priorities then existing among such holders until Obligations. For all purposes of this instrument, Senior Term B Notes Debt shall not be deemed to have been paid in full unless the holders thereof shall have received cash equal to the amount of principal, premium, if any, and interest in cash respect of all Senior Debt at the time outstanding, and third in case there are two or more holders of the Senior Debt any payment or distribution required to be paid or delivered directly to the holders of the Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes Debt shall have been paid in full in cash and fourth be paid or delivered directly to such holders ratably according to the holders of respective aggregate amounts remaining unpaid on the Senior Subordinated Notes in accordance with the priorities then existing among Debt held by such holders until all Senior Subordinated Notes shall have been paid in full in cashholders.
Appears in 1 contract
Samples: Subordinated Debt Credit Agreement (Atherton Capital Inc)
Insolvency, Etc. In the event of:
(a) Subject to Section 1.3 of this Intercreditor Agreement, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition reorganization or other similar proceeding relating proceedings (collectively, "Bankruptcy Proceedings") relative to the Borrower or to the Collateral, or in the event of any Company, its creditors or its Properties and Facilities;
(b) any proceeding proceedings for the voluntary liquidation, dissolution or other winding-winding up of the Company, voluntary or involuntaryBorrower, whether or not involving insolvency or bankruptcy proceedings;
(c) bankruptcy, Fairview shall be entitled in any assignment by such proceedings to receive payment from the Company sale or other distribution of the Collateral on account of the Fairview Debt before the Subordinate Lenders are entitled in any such proceedings to receive any payment on account of the Subordinate Debt from the sale or other distribution of the Collateral, and to that end in any such proceedings any payment or distribution of any kind or character of the Collateral, whether in cash or in other property, to which the Subordinate Lenders would be entitled but for the benefit of creditors; or
(d) any other marshalling of the assets of the Company firstprovisions hereof, all Senior Financing shall be paid delivered to Fairview to the extent necessary to make payment in full in cash before of all Fairview Debt remaining unpaid.
(b) The Subordinate Lenders at the request of Fairview shall in any payment or distributionproceedings described in Section 00, whether in cashthe name of Fairview, securities (file claims, proofs of claims and other than securities instruments of similar character necessary to enforce the obligations of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that would otherwise (but for this Section 13.5) be payable or deliverable Borrower in respect of Subordinated Debt the Subordinate Debt. In the event that any Subordinate Lender shall first be paid fail to take such action within five business days upon request by Fairview, Fairview may, on behalf of such Subordinate Lender, demand, xxx for, collect and receive any and all such monies or delivered directly other assets and give acquittance therefor, file any claim, proof of claim or other instrument of similar character, and take such other action (in its own name or in the name of such Subordinate Lender) as Fairview may reasonably deem necessary or advisable for enforcement of the obligations of the Borrower in respect of the Subordinate Debt; provided that, Fairview shall have no right to take any action in the name of any Subordinate Lender related to the holders of Senior Financing in accordance with the priorities then existing among such holders until all Senior Financing shall have been paid in full in cash and second be paid or delivered directly to the holders of Senior Term C Loan B in accordance with the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid or delivered directly to the holders of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cashOther Collateral.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (Popmail Com Inc)
Insolvency, Etc. In the event ofthat hereafter:
(a) There shall be filed by either Shareholder in any Court, pursuant to any statute, either of the United States or of any State or any United States Possession, a Petition in Bankruptcy or insolvency, bankruptcyor upon any Petition being filed against any Shareholder, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any Company, its creditors the Shareholder shall be adjudicated a bankrupt or its Properties and Facilities;an insolvent; or
(b) any proceeding for the liquidation, dissolution There shall be appointed a Receiver or other winding-up Trustee of all or substantially all of the Company, voluntary or involuntary, whether or property of either Shareholder and such Receivership shall not involving insolvency or bankruptcy proceedings;be terminated within thirty (30) days after the appointment; or
(c) any assignment by the Company Either Shareholder shall make a General Assignment for the benefit of creditors; or
(d) Either Shareholder shall take advantage of any other marshalling Insolvency Act for the relief of debtors; or
(e) Any attachment potentially involving a sale of either Shareholder's stock in the Corporation shall be levied against the assets of the Company firsteither Shareholder, all Senior Financing which attachment shall not be removed within thirty (30) days; or
(f) An execution shall be paid issued against the stock of either Shareholder and shall remain unpaid, unsatisfied and unstayed, pending appeal, for a period of thirty (30) days. Then, in full such event ("a" through "f"), the Corporation firstly, and then the other Shareholder, shall have the option to purchase the shares owned by such Debtor/Shareholder; the purchase shall be effectuated in cash before the same manner and in the same proportions of stock as hereinafter set forth in Paragraph "12" of this Agreement; except that the option to so purchase shall be exercised by serving a Notice to such effect upon the Debtor/Shareholder within thirty (30) days after the notice of completion of any payment or distribution, whether in cash, securities (other than securities of the Company or aforementioned events and that wherein in the heretofore the words "Selling Shareholder" are used, it shall be deemed to mean "notice of completion of any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to aforementioned events". In the extent provided in this Article 13 with respect to Subordinated Debt, to event that the payment of all Senior Financing Corporation and the Senior Term C Loans at other Shareholders fail to exercise their option to purchase and the time outstanding and Debtor/Shareholder's stock shall be transferred to any securities issued in respect thereof under any subsequent owner, assignee or transferee, then such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property stock shall be made subject to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan restrictions and provisions of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that would otherwise (but for this Section 13.5) be payable or deliverable in respect of Subordinated Debt shall first be paid or delivered directly to the holders of Senior Financing in accordance with the priorities then existing among such holders until all Senior Financing shall have been paid in full in cash and second be paid or delivered directly to the holders of Senior Term C Loan B in accordance with the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid or delivered directly to the holders of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cashAgreement.
Appears in 1 contract
Insolvency, Etc. 5.1 In the event of:
of (ai) any insolvencyinsolvency or bankruptcy proceeding, bankruptcy, or any receivership, liquidation, reorganization, readjustment, composition reorganization or other similar proceeding relating in connection therewith, relative to any Company, its creditors Debtor or its Properties and Facilities;
property, or (bii) any proceeding proceedings for the voluntary liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, any Debtor and whether or not involving insolvency or bankruptcy proceedings;
bankruptcy, or (ciii) any assignment by the Company or receivership for the benefit of creditors; or
, or (div) any other marshalling distribution, division, marshaling or application of any of the properties or assets (including, without limitation, properties or assets securing the Subordinated Obligations) of any Debtor or the Company firstproceeds thereof, to creditors, voluntary or involuntary, and whether or not involving legal proceedings (a "Reorganization"), then and in any such event all Senior Financing Obligations shall first -------------- be indefeasibly paid in full in cash as herein provided before any payment or distributiondistribution of any character, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property property, shall be made to any holder in respect of any the Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; Obligations, and second, all Senior Term B Notes shall be paid in full in cash before furtherance thereof,
(1) any payment or distributiondistribution of any character, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that which would otherwise (but for this Section 13.5the terms hereof) be payable or deliverable by Debtors in respect of the Subordinated Debt Obligations (including any payment or distribution in respect of the Subordinated Obligations by reason of any other indebtedness of Debtors being subordinated to the Subordinated Obligations or by reason of any properties or assets of Debtors securing the Subordinated Obligations), shall first be paid or delivered directly to the holders of Senior Financing in accordance with the priorities then existing among such holders Creditor, until all Senior Financing Obligations shall have been paid in full as herein provided;
(2) each Subordinated Creditor irrevocably authorizes and empowers (without imposing any obligation on) Senior Creditor and Senior Creditor's representatives to demand, xxx for, collect and receive such payments and distributions in cash respect of the such Subordinated Obligations and second to receipt therefor, and to file and prove all claims therefor and take all such other action (including the right to vote the Subordinated Obligations) in the name of Subordinated Creditor or otherwise, as Senior Creditor or Senior Creditor's representatives may determine to be necessary or appropriate; and
(3) each Subordinated Creditor irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries and agrees to execute and deliver to Senior Creditor and Senior Creditor's representatives all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, as signments of claim and other instruments, and shall take all such other action as may be requested by Senior Creditor or Senior Creditor's representatives, in order to enable Senior Creditor to enforce all claims upon or in respect of the Subordinated Obligations.
5.2 Unless and until all Senior Obligations shall have been indefeasibly paid in full as herein provided, no Subordinated Creditor will commence any proceeding against any Debtor, or delivered directly to join with any creditor in any such proceeding, under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the federal or any state government, unless the holders of the Senior Term C Loan B Obligations shall also join in accordance with the priorities then existing among bringing such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid or delivered directly to the holders of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cashproceeding.
Appears in 1 contract
Samples: Subordination Agreement (Paragon Health Network Inc)
Insolvency, Etc. In the event of:
(a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any the Company, its creditors or its Properties and Facilities;Property,
(b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;,
(c) any assignment by the Company for the benefit of creditors; , or
(d) any other marshalling of the assets of the Company firstCompany, all Senior Financing Debt shall first be paid in full in cash before any payment or distribution, whether in cash, securities Securities or other Property, shall be made to any holder of any Subordinated Debt on account of any Subordinated Debt. Any payment or distribution, whether in cash, Securities or other Property (other than securities Securities of the Company or any other corporation provided for by a plan of or reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 Section 11 with respect to Subordinated Debt, to the payment in full of all Senior Financing and the Senior Term C Loans Debt at the time outstanding and to any securities Securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”readjustment)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that would otherwise (but for this Section 13.511) be payable or deliverable in respect of Subordinated Debt shall first be paid or delivered directly to the holders of Senior Financing Debt in accordance with the priorities then existing among such holders until all Senior Financing Debt (including any interest thereon accruing at the contract rate after the commencement of any such proceedings) shall have been paid in full full. Each holder of Subordinated Debt shall duly and promptly take such action as is reasonably necessary to file appropriate claims or proofs of claims in cash any of the proceedings referred to above in this Section 11.2 and second to execute and deliver such other instruments and take such other actions as may be reasonably necessary to prove or realize upon such claims and to have the proceeds of such claims paid as provided in this Section 11.2, and, in the event any holder of Subordinated Debt shall not have made any such filing on or prior to the date 10 days before the expiration of the time for such filing or shall not have timely executed or delivered directly to any such other instruments and taken such other actions, the holders of Senior Term C Loan B in accordance with the priorities then existing among such holders until all Senior Term B Notes Debt, acting through an agent or otherwise, are hereby irrevocably authorized and empowered (but shall have been paid no obligation) to, as the agent and attorney-in-fact for such holder for the specific and limited purpose set forth in full this paragraph, file such proof of claim for or on behalf of such holder, execute and deliver such other instrument for or on behalf of such holder and take such other action necessary under applicable law to collect any amounts due in cash and third be paid respect of such claim in such proceeding. Anything contained in this paragraph notwithstanding, the right to vote any claim or delivered directly claims in respect of any Subordinated Debt in connection with any proceedings referred to above in this Section 11.2 is exclusively reserved to the holders holder of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cashDebt.
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Insolvency, Etc. In the event of:
of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any the Company, its creditors Subsidiaries or its Properties and Facilities;
property, (b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, and whether or not involving insolvency or bankruptcy proceedings;
, (c) any assignment by the Company for the benefit of creditors; or
, or (d) any other distribution, division, marshalling or application of any of the properties or assets of the Company firstor the proceeds thereof to creditors, voluntary or involuntary, and whether or not involving legal proceedings, then and in any such event:
(i) all Senior Financing Debt shall first be paid in full in cash (including all principal, premium, if any, and interest, including interest accruing after the commencement of any such proceeding) before any payment or distributiondistribution of any character, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder in respect of any Subordinated Debt Notes;
(ii) all principal or any Senior Term Notes premium, if any, and interest on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before forthwith become due and payable, and any payment or distributiondistribution of any character, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that which would otherwise (but for this Section 13.5the terms hereof) be payable or deliverable in respect of Subordinated Debt any Notes, shall first be paid or delivered directly to the holders of the Senior Financing in accordance with Debt, for application to the priorities then existing among such holders payment of the Senior Debt, until all Senior Financing Debt shall have been paid in full in cash full, and second be paid or delivered directly to the holders of the Notes at the time outstanding irrevocably authorize, empower and direct all receivers, trustees, liquidators, conservators, fiscal agents and other having authority in the premises to effect all such payments and deliveries;
(iii) each holder of the Notes at the time outstanding irrevocably authorizes and empowers each holder of the Senior Term C Loan B Debt and such holder's representatives (without imposing any obligation on any holder of the Senior Debt or such holder's representative) to demand, sue for, collect and receive such holder's ratable share of all such payments and distributions and to receipt therefor, and to file and prove all claims therefor and take all such other action (including the right to vote the Notes) in accordance with the priorities then existing among name of such holder or otherwise, as such holder of the Senior Debt or such holder's representative may determine to be necessary or appropriate for the enforcement of this 6.2; and 4
(iv) the holders until all Senior Term B of the Notes shall execute and deliver to each holder of the Senior Debt or such holder's representative all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other action as may be reasonably requested by such holder of the Senior Debt or such holder's representative to enforce all claims upon or in respect of the Notes. For all purposes of this instrument, Senior Debt shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of principal, premium, if any, and interest in cash respect of all Senior Debt at the time outstanding, and third in case there are two or more holders of the Senior Debt any payment or distribution required to be paid or delivered directly to the holders of the Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes Debt shall have been paid in full in cash and fourth be paid or delivered directly to such holders ratably according to the holders of respective aggregate amounts remaining unpaid on the Senior Subordinated Notes in accordance with the priorities then existing among Debt held by such holders until all Senior Subordinated Notes shall have been paid in full in cashholders.
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Samples: Subordinated Note (Phillips R H Inc)
Insolvency, Etc. In the event of:
of (ax) any insolvencyinsolvency proceeding, bankruptcy, receivership, liquidation, reorganization, readjustmentarrangement, composition assignment for the benefit of creditors, or other similar proceeding relating relative to any Company, its creditors the Company or its Properties and Facilities;
creditors, as such, or its property, or (by) any proceeding for the voluntary or involuntary liquidation, dissolution or other winding-winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;, then and in any such event:
(ci) any assignment by the Company for the benefit of creditors; or
(d) any other marshalling of the assets of the Company first, all Senior Financing Debt (including interest on the principal amount thereof accruing after the commencement of any such proceedings) shall first be paid in full in cash before any payment or distributiondistribution of any character, whether in cash, securities (or other than securities property, shall be made in respect of the Company this Note or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Senior Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment Notes;
(such securities being referred to as “Other Subordinated Securities”)ii) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distributiondistribution of any character, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that which would otherwise (but for the terms of this Section 13.54.3) be payable or deliverable in respect of this Note or any other Senior Subordinated Debt Notes (including any payment or distribution in respect of this Note and other Senior Subordinated Notes by reason of any other indebtedness of the Company being subordinated to the Senior Subordinated Notes and any payment in respect of interest on the principal amount thereof accruing after the commencement of any such proceedings), shall first be paid or delivered directly to the holders of the Senior Financing in accordance with Debt, or their representatives, until the priorities then existing among aggregate amount of the Senior Debt (including interest on the principal amount thereof accruing after the commencement of any such holders until all Senior Financing proceedings) shall have been paid in full (and the holder of this Note hereby irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in cash the premises to effect all such payments and second be paid or delivered directly deliveries); and
(iii) the holder of this Note will execute and deliver to the holders of the Senior Term C Loan B Debt, or their representatives, all such other and further instruments confirming the authorization referred to in accordance with the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid or delivered directly to foregoing clause (ii), any powers of attorney specifically confirming the rights of the holders of the Senior Term C Loan C in accordance with Debt arising hereunder, and all such proofs of claim, assignments of claim and other instruments, and shall take all such other and further actions as may be requested by any holder of the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid Debt or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cashits representatives.
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Insolvency, Etc. In The Borrower, the event of:
Guarantor or GREKA Colombia shall (a) any insolvencybe liquidated or become insolvent or generally fail to pay, bankruptcyor admit in writing its inability or unwillingness to pay, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any Company, its creditors or its Properties and Facilities;
debts as they become due; (b) any proceeding apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the liquidationBorrower, dissolution the Guarantor or other winding-up GREKA Colombia or any property of the Companyany thereof, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;
(c) any make a general assignment by the Company for the benefit of creditors; or
(c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower, the Guarantor or GREKA Colombia or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower, the Guarantor and GREKA Colombia hereby expressly authorizes the Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, liquidation, debt arrangement, "concordato" or other marshalling of the assets of the Company firstcase or proceeding under any bankruptcy or insolvency law, all Senior Financing shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization dissolution, winding up or readjustment the payment of which is subordinatedliquidation proceeding, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that would otherwise (but for this Section 13.5) be payable or deliverable in respect of Subordinated Debt the Borrower, the Guarantor or GREKA Colombia, and, if any such case or proceeding is not commenced by such Borrower, the Guarantor or GREKA Colombia, such case or proceeding or winding up shall first be paid consented to or delivered directly to acquiesced in by the holders Borrower, the Guarantor or GREKA Colombia, or shall result in the entry of Senior Financing an order for relief or shall remain for 60 days undismissed, or (e) take any action authorizing, or in accordance with furtherance of, any of the priorities then existing among such holders until all Senior Financing shall have been paid in full in cash and second be paid or delivered directly to the holders of Senior Term C Loan B in accordance with the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid or delivered directly to the holders of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cashforegoing.
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