Payment Upon Dissolution, Etc. (i) In the event of (x) any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (y) the dissolution or other winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings or (z) any assignment for the benefit of creditors or any marshalling of the material assets or material liabilities of the Company, then, and in any such event (collectively, a "LIQUIDATION EVENT"), (A) the holders of all Senior Debt shall first be entitled to receive Payment in Full of all principal, premium, if any, interest and other amounts due or to become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before any payment on account of principal, premium, if any, interest or any other amounts is made on this Debenture, and (B) in any such proceedings, any payment that may be payable or deliverable in respect of this Debenture shall be paid to the holders of the Senior Debt or their representatives, unless and until the principal of, premium, if any, interest and other amounts due or to become due on all such Senior Debt shall have been Paid in Full; PROVIDED, HOWEVER, that in the event that such payment consists solely of shares of stock or securities of the Company as reorganized the payment of which is subordinated, at least to the same extent as the Debenture, to the payment of all Senior Debt and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and the rights of the holders of Senior Debt are not impaired or otherwise altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made to the holders of the Senior Debt or their representatives.
Payment Upon Dissolution, Etc. In the event of Bankruptcy, the Secured Parties shall be entitled to receive indefeasible payment in full of all amounts due or to become due on or in respect of all Senior Debt Obligations under the Senior Debt Instruments, the Common Security and Account Agreement or other Finance Documents before the Subordinated Creditor shall be entitled to receive any payment on account of any Obligor Subordinated Debt (whether in respect of principal, interest, premiums, fees, indemnities, commissions or otherwise) and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of such Obligor Subordinated Debt from the sale of all or substantially all of the assets of the Subordinated Debtor, or otherwise in any Bankruptcy Proceeding or other winding up of the Subordinated Debtor, that is not delivered directly to the Security Trustee in accordance with Section 2.1(a) (General) hereof, shall in each case instead be held in trust by the Subordinated Creditor for the benefit of, and paid or delivered to the Security Trustee, in each case without set-off or counterclaim, for application to Senior Debt Obligations, whether or not due, until the Discharge of the Senior Debt Obligations. If for any reason the trust fails or vests in the Subordinated Creditor, the Subordinated Creditor shall promptly pay to the Security Trustee an amount equal to the amount which would otherwise have been held in trust (or its value if not cash).
Payment Upon Dissolution, Etc. In the event of:
Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such holder. If the Trustee or the holder of a Note does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in this paragraph (a) of Section 4.3 at least thirty (30) days before the expiration of the time to file such claim, the holders of any Senior Indebtedness or their Representatives are hereby authorized to file an appropriate claim for and on behalf of the holders of the Notes.
Payment Upon Dissolution, Etc. Upon any payment or distribution of ----------------------------- assets or securities of the Company of any kind or character, whether in cash, property or securities, by way of set-off or otherwise of the Company (all such payments and distributions being referred to collectively as "Distributions"), upon any dissolution, winding up, liquidation (partial or complete) or reorganization of the Company (whether voluntary or involuntary and whether in bankruptcy, insolvency, receivership or other proceedings, or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise), each of the Company and the Holder, by acceptance hereof, covenants and agrees that:
Payment Upon Dissolution, Etc. In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization in bankruptcy of the Company (each, a “Proceeding”), all principal and interest due upon any Senior Indebtedness shall first be paid in full before the Holder shall be entitled to receive or, if received, to retain any payment or distribution on account of this Note and, during the continuance of any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holder would be entitled with respect to any Subordinated Indebtedness but for the provisions of this Section 15 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holder who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder or any holders of the Notes; provided, however, that notwithstanding anything to the contrary, in any event the Holder shall be entitled to receive and retain any and all Junior Securities (as defined below).
Payment Upon Dissolution, Etc. (a) Without in any way limiting the provisions of Section 2.02, upon the occurrence of any Bankruptcy Event in respect of the Borrower:
Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder.
Payment Upon Dissolution, Etc. Each Subordinated Lender shall agree that, in the event of (a) any insolvency or bankruptcy case, or proceeding, arrangement, reorganization or similar event in connection therewith, relative to the Debtor and its creditors as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Debtor, or any equivalent or analogous procedure under the laws of any jurisdiction in which the Debtor is incorporated, domiciled or resident or carries on business or has assets, or (c) any assignment for the benefit of creditors or other marshaling of assets and liabilities of the Debtor, the Secured Parties shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Obligations before any Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Debt and, to that end, any payment or distribution of any kind or character which may be payable or deliverable in respect of the Subordinated Debt in any such event shall instead be paid or delivered to the U.S. Collateral Agent on behalf of the Secured Parties for application (subject to the terms of the Intercreditor Agreement) to the Senior Debt Obligations, whether or not then due, until such time as the Senior Debt Obligations shall have been fully and indefeasibly paid and satisfied in accordance with the Intercreditor Agreement and the other Secured Financing Documents. Each Subordinated Lender additionally agrees to instruct the trustee in bankruptcy, liquidator, assignee or other person distributing the assets of the Debtor or their proceeds to pay distributions on the Subordinated Debt to the U.S. Collateral Agent on behalf of the Secured Parties until the Senior Debt is indefeasibly paid in full.
Payment Upon Dissolution, Etc. 6.1 Until the Termination Date, upon any payment or distribution of all or substantially all assets or securities of any of the Borrowers of any kind or character, whether in cash, property or securities, whether upon any dissolution or winding up or total or partial liquidation or reorganization of any of the Borrowers, or otherwise, whether pursuant to the voluntary or involuntary bankruptcy, insolvency, receivership or other proceedings, (each such event a "Bankruptcy Event") all amounts due or to become due upon all Senior Obligations shall first be paid in full, before Creditor shall be entitled to receive any payment on account of Obligations of Borrowers to Creditor. Until the Termination Date, before any payment may be made by or on behalf of the Borrowers on Obligations of Borrowers to Creditor upon any dissolution, winding up, liquidation or reorganization or otherwise, any payment or distribution of assets or securities of any of the Borrowers of any kind or character, whether in cash, property or securities, to which Creditor would be entitled, but for the provisions of this Section 6.1, shall be made by the Borrowers or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person making such payment or distribution, or by Creditor if received by Creditor, directly to Lender under the Senior Loan Documents.
