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 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 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 Credit Party (a Credit Party distributing assets as set forth herein being referred to in such capacity as a “Distributing Credit Party”), then and in any such event, the Agent shall be entitled to receive, for the benefit of the Financing Parties, as their respective interests may appear, Payment In Full of all amounts due or to become due, if an Event of Default has occurred 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 5A.4 of the Participation Agreement (a “Triggering Event”), on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Credit Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness. 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 amounts 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 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 Credit Party which is owed Intercompany Indebtedness by a Distributing Credit Party shall have received any payment or distribution of assets from the Distributing 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 Revolving Credit Agreement Loan Documents, shall be segregated from other funds and property held by such 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 amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents in accordance with the terms of the Revolving Credit Agreement Loan Documents.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Credit 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 Credit 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 Credit Loan Party (a Credit Loan Party distributing assets as set forth herein being referred to in such capacity as a “"Distributing Credit Loan Party”"), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Financing Parties, Administrative Agent and the Banks as their respective interests may appear, Payment In Full 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 5A.4 4.5.2 of the Participation 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 Credit Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness. Additionally, and to that end, the Credit Parties hereby agree that the Revolving Credit Agreement Administrative Agent shall be entitled to receive, for application to the payment of the amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsSenior 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 Credit 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 Credit Loan Party which is owed Intercompany Indebtedness by a Distributing Credit Loan Party shall have received any payment or distribution of assets from the Distributing Credit 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 Revolving Credit Agreement Administrative Agent for application to amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsBanks as their respective interests may appear, shall be segregated from other funds and property held by such Credit Loan 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 amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents Senior Debt in accordance with the terms of the Revolving Credit Agreement Loan DocumentsAgreement.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Credit 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 Credit 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 Credit Loan Party (a Credit Loan Party distributing assets as set forth herein being referred to in such capacity as a “Distributing Credit Loan Party”), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Financing Parties, Administrative Agent and the Lenders as their respective interests may appear, Payment In Full 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 5A.4 of the Participation Agreement (a “Triggering Event”), ) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Credit Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness. Additionally, and to that end, the Credit Parties hereby agree that the Revolving Credit Agreement Administrative Agent shall be entitled to receive, for application to the payment of the amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsSenior 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 Credit 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 Credit Loan Party which that is owed Intercompany Indebtedness by a Distributing Credit Loan Party shall have received any payment or distribution of assets from the Distributing Credit 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 Revolving Credit Agreement Administrative Agent for application to amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsLenders as their respective interests may appear, shall be segregated from other funds and property held by such Credit Loan 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 amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents Senior Debt in accordance with the terms of the Revolving Credit Agreement Loan DocumentsAgreement.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Credit 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 Credit 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 Credit Loan Party (a Credit Loan Party distributing assets as set forth herein being referred to in such capacity as a “"Distributing Credit Loan Party”"), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Financing Parties, Administrative Agent and the Lenders as their respective interests may appear, Payment In 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 5A.4 of the Participation Agreement (a “Triggering Event”), ) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Credit Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness. Additionally, and to that end, the Credit Parties hereby agree that the Revolving Credit Agreement Administrative Agent shall be entitled to receive, for application to the payment of the amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsSenior 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 Credit 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 Credit Party Company which is owed Intercompany Indebtedness by a Distributing Credit Loan Party shall have received any payment or distribution of assets from the Distributing Credit 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 Revolving Credit Agreement Administrative Agent for application to amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsLenders as their respective interests may appear, shall be segregated from other funds and property held by such Credit PartyCompany, 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 amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents Senior Debt in accordance with the terms of the Revolving Credit Agreement Loan DocumentsAgreement.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Credit 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 Credit 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 Credit Loan Party (a Credit Loan Party distributing assets as set forth herein being referred to in such capacity as a “"Distributing Credit 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 Financing PartiesAdministrative Agent, the Canadian Agent and the Banks as their respective interests may appear, 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 5A.4 4.7 of the Participation 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 Credit Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness. Additionally, and to that end, the Credit Parties hereby agree that the Revolving Credit Agreement Administrative Agent and the Canadian Agent, as the case may be, shall be entitled to receive, for application to the payment of the amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsSenior 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 Credit 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 Credit Loan Party which is owed Intercompany Indebtedness by a Distributing Credit Loan Party shall have received any payment or distribution of assets from the Distributing Credit 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 Revolving Credit Agreement Administrative Agent, the Canadian Agent for application to amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsBanks as their respective interests may appear, shall be segregated from other funds and property held by such Credit Loan 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 amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents Senior Debt in accordance with the terms of the Revolving Credit Agreement Loan DocumentsAgreement.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Credit 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 Credit 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 Credit Loan Party (a Credit Loan Party distributing assets as set forth herein being referred to in such capacity as a “"Distributing Credit Loan Party”"), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Financing Parties, Administrative Agent and the Lenders as their respective interests may appear, Payment In 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 5A.4 of the Participation Agreement (a “Triggering Event”), ) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Credit Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness. Additionally, and to that end, the Credit Parties hereby agree that the Revolving Credit Agreement Administrative Agent shall be entitled to receive, for application to the payment of the amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsSenior 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 Credit 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 Credit Party Company which is owed Intercompany Indebtedness by a Distributing Credit Loan Party shall have received any payment or distribution of assets from the Distributing Credit 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 Revolving Credit Agreement Administrative Agent for application to amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsLenders as their respective interests may appear, shall be segregated from other funds and property held by such Credit PartyCompany, 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 amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents Senior Debt in accordance with the terms of the Revolving Credit Agreement Loan DocumentsAgreement. 3.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution (i) In the event of assets of any Credit 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 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 Credit Party (a Credit Party distributing assets as set forth each such event, if any, herein being sometimes referred to in such capacity as a “Distributing Credit Party”"PROCEEDING"), then and in any such eventevent the holders of all Senior Obligations (other than contingent indemnities) shall first be paid in full (including, the 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 Financing Parties, as their respective interests may appear, Payment In Full of all amounts due or to become due, if an Event of Default has occurred 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 5A.4 of the Participation Agreement (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 Credit Party holders of Senior Obligations before any Holdings Term Loan Lender is entitled to receive any direct or indirect payment or distribution of any cash, property or securities on account of or with respect to Holdings Obligations and to that end the principal holders of or interest on such Intercompany Indebtedness. Additionally, the Credit Parties hereby agree that the Revolving Credit Agreement Administrative Agent 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 the amounts due and owing pursuant thereof (to the Revolving Credit Agreement Loan Documentsextent necessary to pay all such Senior 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 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 Credit Party Holdings Obligations 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 Credit Party which is owed Intercompany Indebtedness by a Distributing Credit Party shall have received Proceeding (including any payment or distribution which may be payable or deliverable by reason of assets from the Distributing 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 kind right of setoff or characterotherwise) 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 Obligations or part thereof originally intended to be satisfied 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 Revolving Credit Agreement Loan Documents, shall be segregated from other funds and property held by such 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) 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 amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents in accordance with the terms of the Revolving Credit Agreement Loan Documentshad not occurred.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution (i) In the event of assets of any Credit 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 Credit 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 Credit Guarantor or any Loan Party (a Credit Party distributing assets as set forth each such event, if any, herein being sometimes referred to in such capacity as a “Distributing Credit Party”"Proceeding"), then and in any such eventevent the holders of all Senior Loan Obligations shall first be paid in full (including, the 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 Financing Parties, as their respective interests may appear, Payment In Full of all amounts due or to become due, if an Event of Default has occurred 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 5A.4 of the Participation Agreement (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 Credit 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 or with respect to Subordinated Indebtedness and to that end the principal holders of or interest on such Intercompany Indebtedness. Additionally, the Credit Parties hereby agree that the Revolving Credit Agreement Administrative Agent 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 the amounts due and owing pursuant thereof (to the Revolving Credit Agreement extent necessary to pay all such Senior Loan DocumentsObligations 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 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 Credit Party which is owed Intercompany Indebtedness by a Distributing Credit Party shall have received Proceeding (including any payment or distribution which may be payable or deliverable by reason of assets from the Distributing Credit 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 Revolving Credit Agreement Administrative Agent for application to amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents, shall be segregated from other funds and property held by such 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) 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 amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents in accordance with the terms of the Revolving Credit Agreement Loan Documentshad not occurred.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Credit 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 Credit 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 Credit Loan Party (a Credit Loan Party distributing assets as set forth herein being referred to in such capacity as a “Distributing Credit Loan Party”), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Financing Parties, Administrative Agent and the Lenders as their respective interests may appear, Payment In Full 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 5A.4 of the Participation Agreement (a “Triggering Event”), ) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Credit Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness. Additionally, and to that end, the Credit Parties hereby agree that the Revolving Credit Agreement Administrative Agent shall be entitled to receive, for application to the payment of the amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsSenior 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 Credit 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 Credit Loan Party which is owed Intercompany Indebtedness by a Distributing Credit Loan Party shall have received any payment or distribution of assets from the Distributing Credit 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 Revolving Credit Agreement Administrative Agent for application to amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsLenders as their respective interests may appear, shall be segregated from other funds and property held by such Credit Loan 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 amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents Senior Debt in accordance with the terms of the Revolving Credit Agreement Loan DocumentsAgreement.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of assets of any Credit 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 Credit 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 Credit Loan Party (a Credit Loan Party distributing assets as set forth herein being referred to in such capacity as a “Distributing Credit Loan Party”), then and in any such event, the Agent Purchasers shall be entitled to receive, for the benefit of the Financing Parties, as their respective interests may appear, Payment In Full 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 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 5A.4 of the Participation Agreement (a “Triggering Event”), ) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Credit Loan Party is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness. Additionally, and to that end, the Credit Parties hereby agree that the Revolving Credit Agreement Administrative Agent Purchasers shall be entitled to receive, for application to the payment of the amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsSenior 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 Credit 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 Credit Loan Party which that is owed Intercompany Indebtedness by a Distributing Credit Loan Party shall have received any payment or distribution of assets from the Distributing Credit 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 Revolving Credit Agreement Administrative Agent for application to amounts due and owing pursuant to the Revolving Credit Agreement Loan DocumentsPurchasers, shall be segregated from other funds and property held by such Credit Loan Party, and shall be forthwith paid over to the Revolving Credit Agreement Administrative Agent for application to amounts due and owing pursuant to Purchasers on a pro rata basis (based on the Revolving Credit Agreement Loan Documents outstanding principal amount of the Notes then held by each Purchaser) 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 amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents Senior Debt in accordance with the terms of the Revolving Credit Agreement Loan Documents.Note Purchase Agreement. A/75944651.4

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution (i) In the event of assets of any Credit 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 Credit 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 Credit Loan Party (a Credit Party distributing assets as set forth each such event, if any, herein being sometimes referred to in such capacity as a “Distributing Credit Party”"Proceed- ing"), then and in any such eventevent the holders of all Senior Loan Obligations shall first be paid in full (including, the 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 Financing Parties, as their respective interests may appear, Payment In Full of all amounts due or to become due, if an Event of Default has occurred 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 5A.4 of the Participation Agreement (a “Triggering Event”), on or in respect of any and all Senior Debt Loan Obligations before the holder of any Intercompany Indebtedness owed by the Distributing Credit Party Lender is entitled to receive any direct or indirect payment or distribution of any cash, property or securities on account of or with respect to Subordinated Indebtedness and to that end the principal holders of or interest on such Intercompany Indebtedness. Additionally, the Credit Parties hereby agree that the Revolving Credit Agreement Administrative Agent 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 the amounts due and owing pursuant thereof (to the Revolving Credit Agreement extent necessary to pay all such Senior Loan DocumentsObligations 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 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 Credit Party which is owed Intercompany Indebtedness by a Distributing Credit Party shall have received Proceeding (including any payment or distribution which may be payable or deliverable by reason of assets from the Distributing Credit Party payment of any kind 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 characteron behalf of the Borrower 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 Revolving Credit Agreement Administrative Agent for application to amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents, shall be segregated from other funds and property held by such 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) 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 amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents in accordance with the terms of the Revolving Credit Agreement Loan Documentshad not occurred.

Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution (i) In the event of assets of any Credit 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 Credit 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 Credit Loan Party (a Credit Party distributing assets as set forth each such event, if any, herein being sometimes referred to in such capacity as a “Distributing Credit Party”"Proceeding'), then and in any such eventevent the holders of all Senior Loan Obligations shall first be paid in full (including, the 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 Financing Parties, as their respective interests may appear, Payment In Full of all amounts due or to become due, if an Event of Default has occurred 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 5A.4 of the Participation Agreement (a “Triggering Event”), on or in respect of any and all Senior Debt Loan Obligations before the holder of any Intercompany Indebtedness owed by the Distributing Credit Party Lender is entitled to receive any direct or indirect payment or distribution of any cash, property or securities on account of or with respect to Subordinated Indebtedness and to that end the principal holders of or interest on such Intercompany Indebtedness. Additionally, the Credit Parties hereby agree that the Revolving Credit Agreement Administrative Agent 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 the amounts due and owing pursuant thereof (to the Revolving Credit Agreement extent necessary to pay all such Senior Loan DocumentsObligations 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 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 Credit Party which is owed Intercompany Indebtedness by a Distributing Credit Party shall have received Proceeding (including any payment or distribution which may be payable or deliverable by reason of assets from the Distributing Credit Party payment of any kind 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 characteron behalf of the Borrower 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 Revolving Credit Agreement Administrative Agent for application to amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents, shall be segregated from other funds and property held by such 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) 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 amounts due and owing pursuant to the Revolving Credit Agreement Loan Documents in accordance with the terms of the Revolving Credit Agreement Loan Documentshad not occurred.