Common use of Payments relating to Subordinated Debt Clause in Contracts

Payments relating to Subordinated Debt. (i) The holders of the Senior Debt are entitled to receive payment in full of all Senior Debt prior to the payment of all or any part of the Subordinated Debt (subject to Section 5(c)) in the event of any distribution to creditors of any Obligor in connection with any Insolvency Proceeding. (ii) Upon any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, to creditors in an Insolvency Proceeding relating to any Obligor or its property, whether voluntary or involuntary, all Senior Debt shall first be paid in full before any payment or distribution of any kind or character (subject to Section 5(c)) is made on account of any Subordinated Debt. Upon any such Insolvency Proceeding, any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, to which the Subordinated Debtholders would be entitled except for the provisions hereof (and in any event, excluding payments made pursuant to Section 5(c)), shall be paid by such Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Subordinated Debtholders if received by them, to the Agent on behalf of the holders of the Senior Debt, for application to the payment of the Senior Debt remaining unpaid until all such Senior Debt has been paid in full after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. Each Subordinated Debtholder irrevocably authorizes, empowers and directs any obligor, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such payments and distributions to the Agent. Each Subordinated Debtholder irrevocably authorizes and empowers the Agent, in the name of such Subordinated Debtholder, to demand, xxx to collect and receive any and all such payments and distributions. Upon any payment or distribution of assets or securities of an Obligor referred to in this Section 5(a), the Subordinated Debtholders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Obligors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 5(a), subject, in all cases, to the terms of this Agreement. (iii) In the event that any payment on the Senior Debt is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid or returned to a trustee, receiver or any other Person, under any bankruptcy, insolvency, reorganization or similar act or law, state, federal or foreign law, common law or equitable cause (such payment being hereinafter referred to as a “Voided Payment”): (A) then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be revived and continue in full force and effect as if such Voided Payment had never been made; and (B) the provisions of this Agreement shall be reinstated and continue in full force and effect until the full amount of such Voided Payment (together with interest thereon) is indefeasibly paid in full.

Payments relating to Subordinated Debt. (i) The holders At any meeting of creditors of the Senior Debt are entitled to receive payment in full of all Senior Debt prior to the payment of all Company or any part of the Subordinated Debt (subject to Section 5(c)) its Subsidiaries or in the event of any distribution Insolvency Proceeding, the Lenders are hereby irrevocably authorized at any such meeting or in any such proceeding (a) to creditors receive or collect for the benefit of the Lenders, and there shall be paid to the Lenders, any cash or cash equivalents or other assets of the Company or such Subsidiary distributed, divided or applied by way of dividend or payment, or any securities issued, on account of any Obligor Subordinated Debt, (b) to apply such cash or cash equivalents to or to hold such other assets or securities as collateral for the Senior Debt, in connection accordance with the terms of a separate written intercreditor agreement among the Lenders, and (c) to apply to the Senior Debt, in accordance with the terms of a separate written intercreditor agreement among the Lenders, any Insolvency Proceeding. cash or cash equivalents and the proceeds of any realization upon such other assets or securities that the Lenders in their discretion elect to effect, until all of the Senior Debt shall have been paid in full, rendering to the Purchasers any surplus to which the Purchasers are then entitled. Upon (i) any acceleration of the principal amount due on any Subordinated Debt or (ii) Upon any payment or distribution of assets of the Company or any Obligor of its Subsidiaries, of any kind or character, whether in cash, property or securities, to creditors in following commencement of an Insolvency Proceeding relating Proceeding, all amounts due or to any Obligor or its property, whether voluntary or involuntary, become due upon all Senior Debt shall first be paid in full full, before any payment or distribution of any kind or character (subject to Section 5(c)) is made on account of any of the Subordinated Debt. Upon any such ; and following commencement of an Insolvency Proceeding, any payment or distribution of assets of the Company or any Obligor of its Subsidiaries of any kind or character, whether in cash, property or securities, to which the Subordinated Debtholders Purchasers would be entitled entitled, except for the provisions hereof (and in any event, excluding payments made pursuant to Section 5(c))hereof, shall be paid by such Obligor the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent of its Subsidiaries or any other Person person making such payment or distribution, or by the Subordinated Debtholders if received by themany Purchaser who receives such assets, directly to the Agent on behalf of the holders of the Senior Debt, for application Lenders to the payment of the extent necessary to result in all Senior Debt remaining unpaid until all such Senior Debt has been being paid in full after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. Each Subordinated Debtholder irrevocably authorizesfull, empowers and directs any obligor, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such payments and distributions to the Agent. Each Subordinated Debtholder irrevocably authorizes and empowers the Agent, in the name of such Subordinated Debtholder, to demand, xxx to collect and receive any and all such payments and distributions. Upon before any payment or distribution of assets or securities of an Obligor referred to in this Section 5(a), the Subordinated Debtholders shall be entitled to rely upon any order or decree is made by any court of competent jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Obligors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 5(a), subject, in all cases, to the terms of this AgreementPurchasers. (iii) In the event that any payment on the Senior Debt is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid or returned to a trustee, receiver or any other Person, under any bankruptcy, insolvency, reorganization or similar act or law, state, federal or foreign law, common law or equitable cause (such payment being hereinafter referred to as a “Voided Payment”): (A) then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be revived and continue in full force and effect as if such Voided Payment had never been made; and (B) the provisions of this Agreement shall be reinstated and continue in full force and effect until the full amount of such Voided Payment (together with interest thereon) is indefeasibly paid in full.

Payments relating to Subordinated Debt. (i) The holders At any meeting of creditors of the Senior Debt are entitled to receive payment in full of all Senior Debt prior to the payment of all Borrower or any part of the Subordinated Debt (subject to Section 5(c)) in the event of any distribution to creditors of any Obligor in connection with any Insolvency Proceeding. (ii) Upon any payment case or distribution of assets of any Obligor of any kind or characterproceeding, whether in cash, property or securities, to creditors in an Insolvency Proceeding relating to any Obligor or its property, whether voluntary or involuntary, for the distribution, division or application of all or part of the assets of the Borrower or the proceeds thereof, whether such case or proceeding be for the liquidation, dissolution or winding up of the Borrower or its business, a receivership, insolvency or bankruptcy case or proceeding, an assignment for the benefit of creditors or a proceeding by or against the Borrower for relief under the federal Bankruptcy Code or any other bankruptcy, reorganization or insolvency law or any other law relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangement, composition or extension or marshalling of assets or otherwise, the Agent or, in the event that the Senior Debt shall first be with respect to the Banks and the Agent has been indefeasibly paid in full before in cash or cash equivalents, the Senior Subordinated Creditors and SFHY are hereby irrevocably authorized at any payment such meeting or distribution in any such proceeding to receive or collect for the benefit of the Banks and the Agent or the Senior Subordinated Creditors or SFHY, as the case may be, any kind cash or character (subject to Section 5(c)) is made other assets of the Borrower distributed, divided or applied by way of dividend or payment, or any securities issued on account of any Subordinated Debt. Upon any , and apply such Insolvency Proceeding, any payment cash to or distribution of to hold such other assets of any Obligor of any kind or character, whether in cash, property or securities, to which the Subordinated Debtholders would be entitled except securities as collateral for the provisions hereof (and in any event, excluding payments made pursuant to Section 5(c)), shall be paid by such Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Subordinated Debtholders if received by them, to the Agent on behalf of the holders of the Senior Debt, for application and to apply to the payment Senior Debt any cash proceeds of any realization upon such other assets or securities that the Agent or, in the event that the Senior Debt with respect to the Banks and the Agent has been indefeasibly paid in full in cash or cash equivalents, the Senior Subordinated Creditors and SFHY in their discretion elect to effect, until all of the Senior Debt remaining unpaid until all such Senior Debt has shall have been paid in full after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. Each Subordinated Debtholder irrevocably authorizesin cash, empowers and directs any obligor, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such payments and distributions rendering to the Agent. Each Subordinated Debtholder irrevocably authorizes and empowers Subordinating Creditors any surplus to which the Agent, in the name of such Subordinated Debtholder, to demand, xxx to collect and receive any and all such payments and distributions. Upon any payment or distribution of assets or securities of an Obligor referred to in this Section 5(a), the Subordinated Debtholders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings Subordinating Creditors are pending, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Obligors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 5(a), subject, in all cases, to the terms of this Agreementthen entitled. (iii) In the event that any payment on the Senior Debt is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid or returned to a trustee, receiver or any other Person, under any bankruptcy, insolvency, reorganization or similar act or law, state, federal or foreign law, common law or equitable cause (such payment being hereinafter referred to as a “Voided Payment”): (A) then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be revived and continue in full force and effect as if such Voided Payment had never been made; and (B) the provisions of this Agreement shall be reinstated and continue in full force and effect until the full amount of such Voided Payment (together with interest thereon) is indefeasibly paid in full.

Payments relating to Subordinated Debt. (i) The holders of the Senior Debt are entitled to receive payment in full of all Senior Debt prior to the payment of all or any part of the Subordinated Debt (subject to Section 5(c)) in the event of any distribution to creditors of any Obligor in connection with any Insolvency Proceeding. (iia) Upon any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Obligor or in an Insolvency Proceeding a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to any Obligor or its property, whether voluntary or involuntary, all Senior Debt due or to become due shall first be irrevocably paid in full in cash or cash equivalents acceptable to such holders of Senior Debt, before any such payment or distribution of any kind or character (subject to Section 5(cother than Permitted Junior Securities (as hereafter defined)) is made on account of any Subordinated Debt, or for the acquisition of any Subordinated Debt for cash or property or otherwise. Upon any such Insolvency Proceedingdissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, to which the holders of Subordinated Debtholders Debt would be entitled except for the provisions hereof (and in any event, excluding payments made pursuant to Section 5(c))hereof, shall be paid by such Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of Subordinated Debtholders Debt if received by them, directly to the Agent on behalf for the benefit of the holders of the Senior Debt, Debt for application to the payment of the Senior Debt remaining unpaid until all such Senior Debt has been irrevocably paid in full in cash or cash equivalents acceptable to such holders of Senior Debt after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. Each Subordinated Debtholder irrevocably authorizes, empowers and directs any obligor, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such payments and distributions to the Agent. Each Subordinated Debtholder irrevocably authorizes and empowers the Agent, in the name of such Subordinated Debtholder, to demand, xxx to collect and receive any and all such payments and distributions. Upon any payment or distribution of assets or securities of an Obligor referred to in this Section 5(a), the Subordinated Debtholders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Obligors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 5(a), subject, in all cases, to the terms of this Agreement. (iiib) In the event that any of the Obligors or any other guarantor of or provider of collateral for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid or returned to a trustee, receiver or any other Personparty, under any bankruptcy, insolvency, reorganization or similar act or law, state, federal or foreign law, common law or equitable cause (such payment being hereinafter referred to as a “"Voided Payment”): "), (Ai) then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be revived and continue in full force and effect as if such Voided Payment had never been made; and made and (Bii) the provisions of this Agreement shall be reinstated and continue in full force and effect until the full amount of such Voided Payment (together with interest thereon) is indefeasibly paid in fullfull in cash or cash equivalents acceptable to the respective holders of such Senior Debt. It is further agreed that any diminution (whether pursuant to any court decree or otherwise, including without limitation for any of the reasons described in the preceding sentence) of any Obligor's obligation to make any distribution or payment pursuant to any Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Debt in cash or cash equivalents acceptable to the holders of Senior Debt, shall have no effect on (and shall not reduce) the amount of Senior Debt deemed to be outstanding hereunder, and the amount of all Senior Debt for purposes of this Agreement shall be calculated as if no such diminution had occurred. (c) As used herein, the term "Permitted Junior Securities" shall mean, for purposes of this Agreement, so long as the effect of any exclusion employing this definition is not to cause the Subordinated Debt to the treated in any case or proceeding or similar event described in Section 6.1(a) as part of the same class of claims as the Senior Debt or any class of claims pari pasu with, or senior to, the Senior Debt, for any payment or distribution, (a) debt securities of the Borrower or any successor corporation provided for by a plan of reorganization or readjustment in any such case, proceeding or similar event referred to in Section 6.1(a), so long as such debt securities (i) are subordinated at least to the same extent that the Subordinated Debt is subordinated to the payment of all Senior Debt, (ii) are unsecured or are secured by liens only on the same assets of the Obligors subject to liens under the Subordinated Note Documents and such liens shall be subordinated to all liens securing Senior Debt, (iii) have no maturity, amortization, sinking fund, repayment or similar payment earlier than six months after the final maturity of any revolving credit, line of credit or similar facility included as part of the Senior Debt then outstanding (to the extent that the maturity of any such facility provided under the Credit Agreement Documents as of the date hereof shall not have been extended (or extended by refinancing) prior to the commencement of such case or proceeding or such event and as such Senior Debt may be modified pursuant to any such reorganization or readjustment), (iv) do not require the cash payment of principal, interest or other cash amounts until such time as all Senior Debt then outstanding (as such Senior Debt may be modified pursuant to any such reorganization or readjustment) has been paid in full in cash or cash equivalents acceptable to the holders of such Senior Debt, except for regularly scheduled quarterly interest payments at an interest rate not to exceed 10% per annum and except for payments due on the scheduled maturity date permitted under clause (iii) above, (v) shall not be entitled to the benefits of covenants or defaults materially more beneficial to the holders of such debt securities than those in effect with respect to the Subordinated Debt on the date hereof (or the Senior Debt, after giving effect to such reorganization or readjustment), and (vi) to the extent that same are to be guaranteed, shall only be guaranteed by Subsidiaries of the Borrower that have guaranteed the Senior Debt of the Borrower (as such Senior Debt may be modified pursuant to any such reorganization or readjustment) and such guarantees shall be subordinated at least to the same extent as the Subordinated Debt of the Guarantors is subordinated to the payment of all Senior Debt of the Guarantors and (b) equity interests of the Borrower or any successor entity provided for by a plan of reorganization or readjustment in any such case, proceeding or similar event referred by in Section 6.1(a); provided that, in each case with respect to clauses (a) and (b) above, (x) if a new entity results from any such reorganization or readjustment, such entity assumes all Senior Debt that will be outstanding after giving effect thereto and (y) the rights of the holders of Senior Debt are not, without the consent of such holders, altered by any such reorganization or readjustment, including, without limitation, such rights being impaired within the meaning of Section 1124 of the Bankruptcy Code, or any impairment on the right to receive interest accruing during the pendency of a bankruptcy or insolvency proceeding, including proceedings under the Bankruptcy Code.