Common use of Payment Over of Proceeds Upon Bankruptcy, Etc Clause in Contracts

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Loan Party in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such Loan Party or to its creditors, as such, or to its assets, or (b) any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Loan Party (a Loan Party distributing assets as set forth herein being referred to in such capacity as a "Distributing Loan Party"), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Administrative Agent and the Banks as their respective interests may appear, indefeasible payment in full of all amounts due or to become due, if an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable, other than pursuant to Section 4.5.2 of the Credit Agreement (each, a "Triggering Event"), on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Administrative Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Loan Party in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, after the occurrence of a Triggering Event, a Loan Party which is owed Intercompany Indebtedness by a Distributing Loan Party shall have received any payment or distribution of assets from the Distributing Loan Party of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Administrative Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Loan Party, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Loan Party in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such Loan Party or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Loan Party, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling marshaling of assets and liabilities of any such Loan Party (a Loan Party distributing assets as set forth herein being referred to in such capacity as a "“Distributing Loan Party"”), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Administrative Agent and the Banks Lenders as their respective interests may appear, indefeasible payment in full of all amounts due or to become due, if due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable, other than pursuant to Section 4.5.2 of the Credit Agreement (each, a "Triggering Event"), ) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Administrative Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Loan Party in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, after the occurrence of a Triggering EventSection 2, a Loan Party which that is owed Intercompany Indebtedness by a Distributing Loan Party shall have received any payment or distribution of assets from the Distributing Loan Party of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Administrative Agent and the Banks Lenders as their respective interests may appear, shall be segregated from other funds and property held by such Loan Party, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Loan Party in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, 204504243 relative to any such Loan Party Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Loan Party, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling marshaling of assets and liabilities of any such Loan Party (a Loan Party distributing assets as set forth herein being referred to in such capacity as a "Distributing Loan Party"), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Administrative Agent and the Banks Lenders as their respective interests may appear, indefeasible payment Payment in full Full of all amounts due or to become due, if due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable, other than pursuant to Section 4.5.2 of the Credit Agreement (each, a "Triggering Event"), ) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Administrative Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Loan Party in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, after upon the occurrence of any event described in clauses (a) through (c) above a Triggering Event, a Loan Party Company which is owed Intercompany Indebtedness by a Distributing Loan Party shall have received any payment or distribution of assets from the Distributing Loan Party of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Administrative Agent and the Banks Lenders as their respective interests may appear, shall be segregated from other funds and property held by such Loan PartyCompany, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Loan Credit Party in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such Loan Credit Party or to its creditors, as such, or to its assets, or (b) any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Loan Credit Party (a Loan Credit Party distributing assets as set forth herein being referred to in such capacity as a "“Distributing Loan Credit Party"”), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Administrative Agent and the Banks Financing Parties, as their respective interests may appear, indefeasible payment in full Payment In Full of all amounts due or to become due, if an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable, other than pursuant to Section 4.5.2 5A.4 of the Credit Participation Agreement (each, a "“Triggering Event"”), on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Loan Credit Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end. Additionally, the Credit Parties hereby agree that the Revolving Credit Agreement Administrative Agent shall be entitled to receive, for application to the payment of the Senior Debtamounts due and owing pursuant to the Revolving Credit Agreement Loan Documents, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Loan Credit Party in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, after the occurrence of a Triggering Event, a Loan Credit Party which is owed Intercompany Indebtedness by a Distributing Loan Credit Party shall have received any payment or distribution of assets from the Distributing Loan Credit Party of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Revolving Credit Agreement Administrative Agent for application to amounts due and owing pursuant to the Banks as their respective interests may appearRevolving Credit Agreement Loan Documents, shall be segregated from other funds and property held by such Loan Credit Party, and shall be forthwith paid over to the Revolving Credit Agreement Administrative Agent for application to amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents in accordance with the terms of the Revolving Credit AgreementAgreement Loan Documents.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution In the event of assets of any Loan Party in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative relating to any such Loan Party or to its creditors, as such, the Company or to its assets, (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary or (bc) any assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any such Loan Party (a Loan Party distributing assets as set forth herein being referred to in such capacity as a "Distributing Loan Party")the Company, then and in any such event, : (1) the Administrative Agent holder(s) of the Senior Notes shall be entitled to receive, for the benefit of the Administrative Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due in cash or to become due, if an Event of Default has occurred under the terms cash equivalents of the Loan Documents Senior Obligations, whether or not such amount(s) are an allowed claim under applicable law, before the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable, other than pursuant to Section 4.5.2 holders of the Credit Agreement (each, a "Triggering Event"), on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Loan Party is Subordinate Notes are entitled to receive any payment or distribution of any kind or character on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Administrative Agent shall be entitled to receive, for application Subordinate Obligations (other than Junior Securities issued in connection with a reorganization pursuant to the payment bankruptcy laws of the Senior Debt, any jurisdiction); and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may be payable or deliverable in respect the holders of the Intercompany Indebtedness owed Subordinate Notes would be entitled but for the provisions of this Section 3B (other than Junior Securities issued in connection with a reorganization pursuant to the bankruptcy laws of any jurisdiction) shall be paid by the Distributing Loan Party in any such case, proceeding, dissolution, liquidation liquidating trustee or agent or other winding up event. Ifperson making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holder(s) of the Senior Notes or their representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of all of the Senior Obligations held or represented by each, to the extent necessary to make payment in full in cash or cash equivalents of the same after giving effect to any concurrent payment or distribution to the holder(s) of the Senior Notes; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 3B, any holder of a Subordinate Note shall have received (after the occurrence of a Triggering Event, a Loan Party which is owed Intercompany Indebtedness by a Distributing Loan Party shall have received an event described in (a) through (c) in the first grammatical paragraph of this Section 3B) any payment or distribution of assets from of the Distributing Loan Party Company of any kind or character, whether in cash, property or securities, in respect of the Subordinate Obligations (other than Junior Securities issued in connection with a reorganization pursuant to the bankruptcy laws of any jurisdiction) before the Senior Obligations are paid in full in cash or cash equivalents or payment thereof provided for, then and in such event such payment or distribution shall be received and held in trust for the benefit holder(s) of the Administrative Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Loan Party, Senior Notes and shall be forthwith paid over or delivered forthwith to the Administrative Agent trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the same form as so received (with any necessary endorsement) Company for application to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of all of the Senior Debt Obligations to the extent necessary to pay the same in accordance with full in cash or cash equivalents after giving effect to any concurrent payment or distribution to or for the terms holder(s) of the Credit AgreementSenior Notes. (4) for purposes hereof, "Junior Securities" means securities (including capital stock) issued by the Company to a Holder on account of the Subordinate Notes that by their terms or by law are subordinated to Senior Notes of the Company outstanding on the date of issuance of such Junior Securities at least to the same extent as provided herein. As used herein, "Senior Notes of Company outstanding on the date of issuance of such Junior Securities" shall include securities issued in connection with a reorganization pursuant to the bankruptcy laws of any jurisdiction to persons which held the Senior Notes in such reorganization proceeding.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution In the event of assets of any Loan Party in connection with (aA) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such Guarantor or any Loan Party or to its creditors, as such, or to its assets, (B) any liquidation, dissolution or other winding up of any Guarantor or any Loan Party, whether voluntary or involuntary or whether or not involving insolvency or bankruptcy or (bC) any assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any such Guarantor or any Loan Party (a Loan Party distributing assets as set forth each such event, if any, herein being sometimes referred to in such capacity as a "Distributing Loan PartyProceeding"), then and in any such eventevent the holders of all Senior Loan Obligations shall first be paid in full (including, the Administrative Agent without limitation, all Post-Commencement Interest) or provision for such payment shall be entitled made and agreed to receive, for the benefit of the Administrative Agent and the Banks as their respective interests may appear, indefeasible payment in full of all amounts due or to become due, if an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable, other than pursuant to Section 4.5.2 of the Credit Agreement (each, a "Triggering Event"), on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed writing by the Distributing holders of Senior Loan Obligations before any Guaranteed Party is entitled to receive any direct or indirect payment or distribution of any cash, property or securities on account of the principal of or interest on such Intercompany Indebtedness, with respect to Subordinated Indebtedness and to that end, end the Administrative Agent holders of Senior Loan Obligations shall be entitled to receivereceive (pro rata on the basis of the respective amounts of such Senior Loan Obligations held by them) directly, for application to the payment of thereof (to the extent necessary to pay all such Senior DebtLoan Obligations in full in cash, whether or not due, including specifically, without limitation, all Post-Commencement Interest after giving effect to any substantially concurrent payment or distribution to the holders of such Senior Loan Obligations and any provision for such payment made and agreed to in writing by the holders of Senior Loan Obligations), any and all payments or distributions of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Subordinated Indebtedness owed by the Distributing Loan Party in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, after the occurrence of a Triggering Event, a Loan Party which is owed Intercompany Indebtedness by a Distributing Loan Party shall have received Proceeding (including any payment or distribution which may be payable or deliverable by reason of assets from the Distributing Loan Party payment of any kind other Indebtedness of any Guarantor being subordinated to the payment of Subordinated Indebtedness). To the extent any payment of Senior Loan Obligations (whether by or characteron behalf of any Guarantor as proceeds of security of enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, whether in cashset aside or required to be paid to a trustee, property receiver or securitiesother similar party under any bankruptcy, insolvency, receivership or similar law, then and in such event if such payment is recovered by, or distribution paid over to, such trustee, receiver or other similar party, the Senior Loan Obligations or part thereof originally intended to be satisfied shall be held in trust for the benefit of the Administrative Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Loan Party, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) deemed to be applied (in the case of cash) to or held reinstated and outstanding as collateral (in the case of noncash property or securities) for the if such payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreementhad not occurred.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Loan Party in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such Loan Party or to its creditors, as such, or to its assets, or (b) any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Loan Party (a Loan Party distributing assets as set forth herein being referred to in such capacity as a "Distributing Loan Party"), then and in any such event, the Administrative Agent and the Canadian Agent, as the case may be, shall be entitled to receive, for the benefit of the Administrative Agent, the Canadian Agent and the Banks as their respective interests may appear, indefeasible payment in full Payment In Full of all amounts due or to become due, if an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable, other than pursuant to Section 4.5.2 4.7 of the Credit Agreement (each, a "Triggering Event"), on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Administrative Agent and the Canadian Agent, as the case may be, shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Loan Party in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, after the occurrence of a Triggering Event, a Loan Party which is owed Intercompany Indebtedness by a Distributing Loan Party shall have received any payment or distribution of assets from the Distributing Loan Party of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Administrative Agent, the Canadian Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Loan Party, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Loan Party in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such Loan Party or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Loan Party, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling marshaling of assets and liabilities of any such Loan Party (a Loan Party distributing assets as set forth herein being referred to in such capacity as a "“Distributing Loan Party"”), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Administrative Agent and the Banks Lenders as their respective interests may appear, indefeasible payment in full of all amounts due or to become due, if due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable, other than pursuant to Section 4.5.2 of the Credit Agreement (each, a "Triggering Event"), ) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Administrative Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Loan Party in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, after the occurrence of a Triggering Event, a Loan Party which is owed Intercompany Indebtedness by a Distributing Loan Party shall have received any payment or distribution of assets from the Distributing Loan Party of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Administrative Agent and the Banks Lenders as their respective interests may appear, shall be segregated from other funds and property held by such Loan Party, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution (i) In the event of assets of any Loan Party in connection with (aA) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Borrower or any such Loan Party or to its creditors, as such, or to its assets, (B) any liquidation, dissolution or other winding up of the Borrower or any Loan Party, whether voluntary or involuntary or whether or not involving insolvency or bankruptcy or (bC) any assignment for the benefit of creditors or any other marshalling of assets and or liabilities of the Borrower or any such Loan Party (a Loan Party distributing assets as set forth each such event, if any, herein being sometimes referred to in such capacity as a "Distributing Loan PartyProceed- ing"), then and in any such eventevent the holders of all Senior Loan Obligations shall first be paid in full (including, the Administrative Agent without limitation, all Post-Commencement Interest) or provision for such payment shall be entitled made and agreed to receive, for in writing by the benefit holders of the Administrative Agent and the Banks as their respective interests may appear, indefeasible payment in full of all amounts due or to become due, if an Event of Default has occurred under the terms of the Senior Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable, other than pursuant to Section 4.5.2 of the Credit Agreement (each, a "Triggering Event"), on or in respect of any and all Senior Debt Obligations before the holder of any Intercompany Indebtedness owed by the Distributing Loan Party Lender is entitled to receive any direct or indirect payment or distribution of any cash, property or securities on account of the principal of or interest on such Intercompany Indebtedness, with respect to Subordinated Indebtedness and to that end, end the Administrative Agent holders of Senior Loan Obligations shall be entitled to receivereceive (pro rata on the basis of the respective amounts of such Senior Loan Obligations held by them) directly, for application to the payment of thereof (to the extent necessary to pay all such Senior DebtLoan Obligations in full in cash, whether or not due, including specifically, without limitation, all Post-Commencement Interest after giving effect to any substantially concurrent payment or distribution to the holders of such Senior Loan Obligations and any provision for such payment made and agreed to in writing by the holders of Senior Loan Obligations), any and all payments or distributions of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Subordinated Indebtedness owed by the Distributing Loan Party in any such caseProceeding (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Borrower being subordinated to the payment of Subordinated Indebtedness). To the extent any payment of Senior Loan Obligations (whether by or on behalf of the Borrower as proceeds of security of enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, proceedingset aside or required to be paid to a trustee, dissolution, liquidation receiver or other winding up event. Ifsimilar party under any bankruptcy, notwithstanding insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Loan Obligations or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (ii) Notwithstanding the foregoing provisions of paragraph (i) of this SectionSection 8, after in the occurrence event of a Triggering Event, a Loan Party which is owed Intercompany Indebtedness by a Distributing Loan Party any Proceeding the Lender shall have received any payment from or distribution of assets from of the Distributing Loan Party Borrower or the estate created by the commencement of any such Proceeding of any kind or charactercharacter in respect of the Subordinated Indebtedness, whether in cash, property or securitiessecurities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Borrower being subordinated to the payment of the Subordinated Indebtedness) before all Senior Loan Obligations, whether or not due and including specifically, without limitation, all Post-Commencement Interest thereon, is paid in full or provision therefor is made and agreed to in writing by the holders of Senior Loan Obligations, then and in such event event, such payment or distribution shall be received and held in trust for the benefit of the Administrative Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Loan Party, and shall be forthwith paid over to the Administrative Agent holders of Senior Loan Obligations (pro rata, on the basis of the respective amounts of such Senior Loan Obligations held by them) remaining unpaid, to the extent necessary to pay all such Senior Loan Obligations in full in cash including, without limitation, all Post-Commencement Interest thereon, after giving effect to any substantially concurrent payment or distribution to or for the same form as so received holders of such Senior Loan Obligations, if made in cash for application to (with any necessary endorsement) and if made other than in cash to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securitiessecurity for) for the payment or prepayment in full of the Senior Debt in accordance with the terms of the Credit AgreementLoan Obligations.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution (i) In the event of assets of any Loan Party in connection with (aA) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Borrower or any such Loan Party or to its creditors, as such, or to its assets, (B) any liquidation, dissolution or other winding up of the Borrower or any Loan Party, whether voluntary or involuntary or whether or not involving insolvency or bankruptcy or (bC) any assignment for the benefit of creditors or any other marshalling of assets and or liabilities of the Borrower or any such Loan Party (a Loan Party distributing assets as set forth each such event, if any, herein being sometimes referred to in such capacity as a "Distributing Loan Party"Proceeding'), then and in any such eventevent the holders of all Senior Loan Obligations shall first be paid in full (including, the Administrative Agent without limitation, all Post-Commencement Interest) or provision for such payment shall be entitled made and agreed to receive, for in writing by the benefit holders of the Administrative Agent and the Banks as their respective interests may appear, indefeasible payment in full of all amounts due or to become due, if an Event of Default has occurred under the terms of the Senior Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable, other than pursuant to Section 4.5.2 of the Credit Agreement (each, a "Triggering Event"), on or in respect of any and all Senior Debt Obligations before the holder of any Intercompany Indebtedness owed by the Distributing Loan Party Lender is entitled to receive any direct or indirect payment or distribution of any cash, property or securities on account of the principal of or interest on such Intercompany Indebtedness, with respect to Subordinated Indebtedness and to that end, end the Administrative Agent holders of Senior Loan Obligations shall be entitled to receivereceive (pro rata on the basis of the respective amounts of such Senior Loan Obligations held by them) directly, for application to the payment of thereof (to the extent necessary to pay all such Senior DebtLoan Obligations in full in cash, whether or not due, including specifically, without limitation, all Post-Commencement Interest after giving effect to any substantially concurrent payment or distribution to the holders of such Senior Loan Obligations and any provision for such payment made and agreed to in writing by the holders of Senior Loan Obligations), any and all payments or distributions of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Subordinated Indebtedness owed by the Distributing Loan Party in any such caseProceeding (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Borrower being subordinated to the payment of Subordinated Indebtedness). To the extent any payment of Senior Loan Obligations (whether by or on behalf of the Borrower as proceeds of security of enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, proceedingset aside or required to be paid to a trustee, dissolution, liquidation receiver or other winding up event. Ifsimilar party under any bankruptcy, notwithstanding insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Loan Obligations or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (ii) Notwithstanding the foregoing provisions of paragraph (i) of this SectionSection 8.1(a), after if in the occurrence event of a Triggering Event, a Loan Party which is owed Intercompany Indebtedness by a Distributing Loan Party any Proceeding the Lender shall have received any payment from or distribution of assets from of the Distributing Loan Party Borrower or the estate created by the commencement of any such Proceeding of any kind or charactercharacter in respect of the Subordinated Indebtedness, whether in cash, property or securitiessecurities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Borrower being subordinated to the payment of the Subordinated Indebtedness) before all Senior Loan Obligations, whether or not due and including specifically, without limitation, all Post-Commencement Interest thereon, are paid in full or provision therefor is made and agreed to in writing by the holders of Senior Loan Obligations, then and in such event event, such payment or distribution shall be received and held in trust for the benefit of the Administrative Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Loan Party, and shall be forthwith paid over to the Administrative Agent holders of Senior Loan Obligations (pro rata, on the basis of the respective amounts of such Senior Loan Obligations held by them) remaining unpaid, to the extent necessary to pay all such Senior Loan Obligations in full in cash including, without limitation, all Post-Commencement Interest thereon, after giving effect to any substantially concurrent payment or distribution to or for the same form as so received holders of such Senior Loan Obligations, if made in cash for application to (with any necessary endorsement) and if made other than in cash to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securitiessecurity for) for the payment or prepayment in full of the Senior Debt in accordance with the terms of the Credit AgreementLoan Obligations.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Loan Party in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such Loan Party or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Loan Party, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling marshaling of assets and liabilities of any such Loan Party (a Loan Party distributing assets as set forth herein being referred to in such capacity as a "“Distributing Loan Party"”), then and in any such event, the Administrative Agent Purchasers shall be entitled to receive, for the benefit of the Administrative Agent and the Banks as their respective interests may appear, receive indefeasible payment in full of all amounts due or to become due, if due (whether or not an Event of Default has occurred under the terms of the Loan Financing Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable, other than pursuant to Section 4.5.2 of the Credit Agreement (each, a "Triggering Event"), ) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Administrative Agent Purchasers shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Loan Party in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, after the occurrence of a Triggering Event, a Loan Party which is owed Intercompany Indebtedness by a Distributing Loan Party shall have received any payment or distribution of assets from the Distributing Loan Party of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Administrative Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Loan Party, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution (i) In the event of assets of any Loan Party in connection with (aA) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or any such Loan Credit Party or to its creditors, as such, or to its assets, (B) any liquidation, dissolution or other winding up of the Company or any Credit Party, whether voluntary or involuntary involving insolvency or bankruptcy or (bC) any assignment for the benefit of creditors or any marshalling other marshaling of assets and or liabilities of the Company or any such Loan Credit Party (a Loan Party distributing assets as set forth each such event, if any, herein being sometimes referred to in such capacity as a "Distributing Loan PartyPROCEEDING"), then and in any such eventevent the holders of all Senior Obligations (other than contingent indemnities) shall first be paid in full (including, the Administrative Agent without limitation, all Post-Commencement Interest) or provision for such payment shall be entitled made and agreed to receive, for the benefit of the Administrative Agent and the Banks as their respective interests may appear, indefeasible payment in full of all amounts due or to become due, if an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable, other than pursuant to Section 4.5.2 of the Credit Agreement (each, a "Triggering Event"), on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed writing by the Distributing holders of Senior Obligations before any Holdings Term Loan Party Lender is entitled to receive any direct or indirect payment or distribution of any cash, property or securities on account of the principal of or interest on such Intercompany Indebtedness, with respect to Holdings Obligations and to that end, end the Administrative Agent holders of Senior Obligations shall 110 be entitled to receivereceive (pro rata on the basis of the respective amounts of such Senior Obligations held by them) directly, for application to the payment of thereof (to the extent necessary to pay all such Senior DebtObligations in full in cash, whether or not due, including specifically, without limitation, all Post-Commencement Interest after giving effect to any substantially concurrent payment or distribution to the holders of such Senior Obligations and any provision for such payment made and agreed to in writing by the holders of Senior Obligations), any and all payments or distributions of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Loan Party Holdings Obligations in any such caseProceeding (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company or any other Credit Party being subordinated to the payment of Holdings Obligations). To the extent any payment of Senior Obligations (whether by or on behalf of the Company or any other Credit Party as proceeds of security of enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, proceedingset aside or required to be paid to a trustee, dissolution, liquidation receiver or other winding up event. Ifsimilar party under any bankruptcy, notwithstanding insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Obligations or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (ii) Notwithstanding the foregoing provisions of paragraph (i) of this SectionSection 7A, after in the occurrence event of a Triggering Event, a any Proceeding any Holdings Term Loan Party which is owed Intercompany Indebtedness by a Distributing Loan Party Lender shall have received any payment from or distribution of assets from of the Distributing Loan Company or any other Credit Party or the estate created by the commencement of any such Proceeding of any kind or charactercharacter in respect of the Holdings Obligations, whether in cash, property or securitiessecurities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company or any other Credit Party being subordinated in the payment of the Holdings Obligations) before all Senior Obligations, whether or not due and including specifically, without limitation, all Post-Commencement Interest thereon, is paid in full or provision therefor is made and agreed to in writing by the holders of Senior Obligations, then and in such event event, such payment or distribution shall be received and held in trust for the benefit of the Administrative Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Loan Party, and shall be forthwith paid over to the Administrative Agent holders of Senior Obligations (pro rata, on the basis of the respective amounts of such Senior Obligations held by them) remaining unpaid, to the extent necessary to pay all such Senior Obligations in full in cash including, without limitation, all Post-Commencement Interest thereon, after giving effect to any substantially concurrent payment or distribution to or for the same form as so received holders of such Senior Obligations, if made in cash for application to (with any necessary endorsement) and if made other than in cash to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securitiessecurity for) for the payment or prepayment in full of the Senior Debt Obligations. (iii) Nothing in accordance with Sections 7A(a)(i) or (ii) shall be construed as prohibiting at any time the terms of the Credit Agreementaction expressly permitted by Section 6.4(viii) above.