Common use of Prior Payment of Senior Indebtedness in Bankruptcy, etc Clause in Contracts

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the event of any insolvency or bankruptcy proceedings relative to Maker or its property, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of Maker or distribution or marshalling of its assets or any composition with creditors of Maker, whether or not involving insolvency or bankruptcy, or if Maker shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an “Event”), then all Senior Indebtedness shall be indefeasibly paid in full and satisfied in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive any termination of the applicable Senior Indebtedness Agreement) and the Senior Indebtedness Agreements irrevocably terminated before any Distribution shall be made on account of any Subordinated Indebtedness. Any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to the Senior Creditors or their respective Senior Representatives, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, until amounts owing upon Senior Indebtedness shall have been indefeasibly paid in full in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive any termination of the applicable Senior Indebtedness Agreement) and the Senior Indebtedness Agreements irrevocably terminated.

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the event of any insolvency or bankruptcy proceedings relative to Maker Company or its Company’s property, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of Maker Company or distribution or marshalling of its Company’s assets or any composition with creditors of MakerCompany, whether or not involving insolvency or bankruptcy, or if Maker Company shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an “Insolvency Event”), then all Senior Indebtedness shall be indefeasibly paid in full and satisfied in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive any termination of the applicable Senior Indebtedness Agreement) and the Senior Indebtedness Agreements irrevocably Loan Agreement terminated before any Distribution shall be made on account of any Subordinated Indebtedness. Any such Distribution resulting from an Insolvency Event which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to the Senior Creditors or their respective Senior Representatives, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, Bank until amounts owing upon Senior Indebtedness shall have been indefeasibly paid in full in cash and the Loan Agreement terminated provided that any such Distribution to Bank to which Subordinated Lender would be entitled except for the provisions of this Agreement shall, as between Company and Subordinated Lender, not be deemed to be a Distribution by Company to or cash equivalents (other than contingent indemnity obligations which by their terms survive any termination on account of the applicable Senior Indebtedness Agreement) and the Senior Indebtedness Agreements irrevocably terminatedSubordinated Indebtedness.

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the event of any insolvency or bankruptcy proceedings relative to Maker Company or its property, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of Maker Company or distribution or marshalling of its assets or any composition with creditors of MakerCompany, whether or not involving insolvency or bankruptcy, or if Maker Company shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an “Event”), then all Senior Indebtedness shall be indefeasibly paid in full and satisfied in cash or cash equivalents (other than contingent indemnity obligations which by their and Senior Notes cancelled, all in accordance with the terms survive any termination of the applicable Senior Indebtedness Agreement) and the Senior Indebtedness Agreements irrevocably terminated thereof before any Distribution shall be made on account of any Subordinated Indebtedness. Any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Senior Lender or its representatives, in the Senior Creditors or their respective Senior Representatives, ratably according to proportions in which they hold the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by eachsame, until amounts owing upon Senior Indebtedness shall have been indefeasibly paid in full in cash and Senior Notes cancelled, all in accordance with the terms thereof. To be free from doubt, the Subordinated Lenders will not (i) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (ii) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (iii) contest, protest or object to any foreclosure proceeding, post-Petition financing (including debtor-in-possession financing), use of cash equivalents (collateral or action brought by the Senior Lender or any other than contingent indemnity obligations which exercise by their terms survive the Senior Lender of any termination rights and remedies under any Senior Lending Agreements. Subordinated Lenders will vote for and support, and will not object to or oppose, any sale or other disposition, including the proposed procedures of any such sale or other disposition, of any property securing all or any part of the applicable Senior Indebtedness Agreement) Notes free and clear of security interests, liens, or other claims of Subordinated Lender under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code, if Senior Indebtedness Agreements irrevocably terminatedLender has proposed or consented to such sale or disposition.

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the event of any insolvency or bankruptcy proceedings relative to Maker the Company or its any other Obligor or any of their respective property, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of Maker the Company or any other Obligor or distribution or marshalling marshaling of its assets or any composition with creditors of Makerthe Company or any other Obligor, whether or not involving insolvency or bankruptcy, or if Maker the Company or any other Obligor shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an “"Insolvency Event”), ") then all Senior Indebtedness shall be indefeasibly paid in full and satisfied in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive any termination of the applicable Senior Indebtedness Agreement) and the Senior Indebtedness Agreements Credit Agreement irrevocably terminated before any Distribution shall be made on account of any Subordinated Indebtedness, provided, however, that Holders of Subordinated Indebtedness may receive (and shall be entitled to retain) securities which are subordinate to (at least to the extent that the Subordinated Indebtedness is subordinate to the Senior Indebtedness pursuant to the terms hereof) the payment of all Senior Indebtedness. Any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to the Senior Creditors Lenders or their respective Senior Representativesrepresentatives, ratably according to in the aggregate amounts remaining unpaid on account of proportions in which they hold the Senior Indebtedness held or represented by eachsame, until all amounts owing upon the Senior Indebtedness shall have been indefeasibly irrevocably paid in full in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive any termination of the applicable Senior Indebtedness Agreement) and the Senior Indebtedness Agreements Credit Agreement and any letters of credit issued pursuant thereto have been irrevocably terminated.

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the event of any insolvency or bankruptcy proceedings relative to Maker or its propertyinsolvency, or any bankruptcy, receivership, liquidation, reorganization or other similar proceedings in connection therewithrelating to the Company or its debts or assets, orand, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of Maker the Company or distribution or marshalling of its assets or any composition with creditors of Makerthe Company, whether or not involving insolvency or bankruptcy, or if Maker shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an “Event”), then all Senior Indebtedness shall be indefeasibly has not been paid in full and satisfied in cash or cash equivalents at such time, (other than contingent indemnity obligations which by their terms survive any termination a) the holders of Subordinated Indebtedness shall demand, but only the applicable holders of Senior Indebtedness Agreementmay collect, payment of all Subordinated Indebtedness due from the Company, and (b) and the Senior Indebtedness Agreements irrevocably terminated before any Distribution shall be made on account of any Subordinated Indebtedness. Any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to the Senior Creditors or their respective Senior Representatives, ratably according to the aggregate amounts remaining unpaid on account holders of the Senior Indebtedness held are hereby irrevocably authorized at any such meeting or represented in any such proceeding to collect any assets of the Company distributed, divided or applied by eachway of dividend or payment or any such securities issued on account of Subordinated Indebtedness and apply the same, or the proceeds of any realization upon the same that the holders of the Senior Indebtedness in their discretion elect to effect, to Senior Indebtedness until amounts owing upon all Senior Indebtedness shall have been indefeasibly paid in full in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive full, rendering any termination surplus then remaining to the Holder of this Note. The holders of the applicable Senior Subordinated Indebtedness Agreement) shall retain the right to vote and otherwise act in any such proceeding (including, without limitation, the Senior Indebtedness Agreements irrevocably terminatedright to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension).

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the ------------------------------------------------------- event of any insolvency or bankruptcy proceedings relative to Maker MRM, MG, Newco or its any of their Subsidiaries or any of their respective property, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, or, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of Maker MRM, MG, Newco or any of their Subsidiaries or distribution or marshalling marshaling of its any of their respective assets or any composition with creditors of MakerMRM, MG, Newco or any of their Subsidiaries, whether or not involving insolvency or bankruptcy, or if Maker MRM, MG, Newco or any of their Subsidiaries shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an “"Event”"), in each case commenced or occurring during the Subordination Period, then all Senior Indebtedness shall be indefeasibly paid in full and satisfied in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive any termination of the applicable Senior Indebtedness Agreement) and the Senior Indebtedness Agreements irrevocably terminated before any Distribution shall be made on account of any Subordinated Indebtedness. Any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to the Senior Creditors or their respective Senior Representatives, ratably according Representative for distribution to the aggregate amounts remaining unpaid on account of Debenture Holders in the Senior Indebtedness held or represented by eachproportions in which they hold the Debentures, until all amounts owing upon Senior Indebtedness shall have been indefeasibly paid in full in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive any termination cash. The Subordinated Indebtedness shall continue to be treated as Subordinated Indebtedness and the provisions of this Subordination Agreement shall continue to gov- ern the relative rights and priorities of the applicable Debenture Holders and the Subordinated Lenders even if all or part of a payment made in respect of Senior Indebtedness Agreementduring the Subordination Period, including in respect of any Debenture Holder's exercise of its right to have Debentures mandatorily redeemed pursuant to Section 3(b) of the Debentures, is subordinated, set aside, avoided or disallowed in connection with any such Event, and this Subordination Agreement shall be reinstated if at any time any payment of any of the Senior Indebtedness Agreements irrevocably terminatedmade during the Subordination Period is rescinded or must otherwise be returned by any Debenture Holder or any representative of such Debenture Holder.

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the event of any insolvency or bankruptcy proceedings relative to Maker any Borrower or its property, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of Maker any Borrower or distribution or marshalling marshaling of its assets or any composition with creditors of Makerits creditors, whether or not involving insolvency or bankruptcy, or if Maker any Borrower shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an “a "Bankruptcy Event”), ") then all Senior Indebtedness shall be indefeasibly paid in full and satisfied in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive any termination of the applicable Senior Indebtedness Agreement) and the Senior Indebtedness Agreements Credit Agreement irrevocably terminated before any Distribution shall be made on account of any Subordinated Indebtedness. Any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, Indebtedness shall be paid or delivered directly to the Senior Creditors Lender or their respective Senior Representativesits representatives, ratably according to in the aggregate amounts remaining unpaid on account of proportions in which they hold the Senior Indebtedness held or represented by eachIndebtedness, until all amounts owing upon the Senior Indebtedness shall have been indefeasibly paid in full in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive any termination and the Credit Agreement has been irrevocably terminated. Notwithstanding anything to the contrary herein, including, without limitation, the provisions of the applicable Senior foregoing sentences of this paragraph (c), Holders of Subordinated Indebtedness Agreementmay receive (and shall be entitled to retain) and securities which are subordinate to (at least to the extent that the Subordinated Indebtedness is subordinate to the Senior Indebtedness Agreements irrevocably terminatedpursuant to the terms hereof) the payment of all Senior Indebtedness.

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the event of any insolvency or bankruptcy proceedings relative to Maker or its propertyinsolvency, or any bankruptcy, receivership, liquidation, reorganization or other similar proceedings in connection therewithrelating to the Company or its debts or assets, orand, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of Maker the Company or distribution or marshalling of its assets or any composition with creditors of Makerthe Company, whether or not involving insolvency or bankruptcy, or if Maker shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an “Event”), then all Senior Indebtedness shall be indefeasibly has not been paid in full and satisfied in cash or cash equivalents at such time, (other than contingent indemnity obligations which by their terms survive any termination i) the holders of Subordinated Indebtedness shall demand, but only the applicable holders of Senior Indebtedness Agreementmay collect, payment of all Subordinated Indebtedness due from the Company, and (ii) and the Senior Indebtedness Agreements irrevocably terminated before any Distribution shall be made on account of any Subordinated Indebtedness. Any such Distribution which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to the Senior Creditors or their respective Senior Representatives, ratably according to the aggregate amounts remaining unpaid on account holders of the Senior Indebtedness held are hereby irrevocably authorized at any such meeting or represented in any such proceeding to collect any assets of the Company distributed, divided or applied by eachway of dividend or payment or any such securities issued on account of Subordinated Indebtedness and apply the same, or the proceeds of any realization upon the same that the holders of the Senior Indebtedness in their discretion elect to effect, to Senior Indebtedness until amounts owing upon all Senior Indebtedness shall have been indefeasibly paid in full in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive full, rendering any termination surplus then remaining to the holders of the applicable Senior Notes. The holders of the Subordinated Indebtedness Agreement) shall retain the right to vote and otherwise act in any such proceeding (including, without limitation, the Senior Indebtedness Agreements irrevocably terminatedright to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension).

Prior Payment of Senior Indebtedness in Bankruptcy, etc. In the event of any insolvency or bankruptcy proceedings relative to Maker a Borrower or its propertyan Obligor, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of Maker a Borrower or Obligor, or distribution or marshalling of its assets a Borrower's or an Obligor's assets, or any composition with creditors of Makera Borrower, whether or not involving insolvency or bankruptcy, or if Maker a Borrower shall cease its operations, call a meeting of its creditors or no longer do business as a going concern (each individually or collectively, an “"Insolvency Event”"), then all Senior Indebtedness shall be indefeasibly paid Paid in full and satisfied in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive any termination of the applicable Senior Indebtedness Agreement) and the Senior Indebtedness Agreements irrevocably terminated Full before any Distribution payment of any kind shall be made on account of any Subordinated Indebtedness; provided, however, that Subordinated Lender shall not be prohibited by the provisions hereof from receiving a distribution of Reorganization Subordinated Securities. Any such Distribution payment resulting from an Insolvency Event which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Senior Agent for the benefit of Senior Creditors or their respective Senior Representatives, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, Lenders until amounts owing upon all Senior Indebtedness shall have been indefeasibly Paid in Full. Following the Payment in Full of the Senior Indebtedness, any payment of any kind which may be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the Subordinated Lenders for application in satisfaction of the Subordinated Indebtedness until such time as all the Subordinated Indebtedness shall have been paid in full in cash or cash equivalents (other than contingent indemnity obligations which by their terms survive any termination of another form acceptable to the applicable Senior Indebtedness Agreement) and the Senior Indebtedness Agreements irrevocably terminatedSubordinated Lenders.