Common use of Prior Payment to Senior Indebtedness Upon Acceleration of Securities Clause in Contracts

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full in cash, or in a manner otherwise satisfactory to the holders of Senior Indebtedness, of all amounts due on or in respect of such Senior Indebtedness (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses) before the Holders of the Securities are entitled to receive any Payment or Distribution in Respect of the Securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities), other than payment of amounts previously deposited in accordance with the defeasance provisions of Article 8 hereof, by or for the account of the Company. In the event that, notwithstanding the foregoing, the Company shall make any Payment or Distribution in Respect of the Securities to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, then if (i) subject to Section 10.8, such fact shall, prior to the time of such payment, have been made known to the Trustee, then and in such event the Trustee shall forthwith pay over and deliver such payment to the holders of such Senior Indebtedness or to a representative duly appointed by any such holder or holders of such Senior Indebtedness or (ii) such fact shall have been made known to such Holder at any time before or after such payment, then and in such event such Holder shall forthwith pay over and deliver such payment to the holders of Senior Indebtedness or to a representative duly appointed by any such holder or holders of such Senior Indebtedness, in either such case for application to the payment of all Senior Indebtedness then remaining unpaid (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses), after giving effect to any concurrent payment or distribution to or for the benefit of holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 10.2 is applicable.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full in cash, or in a manner otherwise satisfactory to the holders of Senior Indebtedness, of all amounts due or to become due on or in respect of such Senior Indebtedness (includingIndebtedness, without limitationor provision shall be made for such payment in money or money’s worth, all Allowed and Disallowed Post-Commencement Interest and Expenses) before the Holders of the Securities are entitled to receive any Payment payment by the Company or Distribution in Respect a Subsidiary Guarantor on account of the principal of (or premium, if any) or interest on the Securities (including any payment which may be payable by reason or on account of the payment purchase or other acquisition of Securities; provided , however , that nothing in this Section shall prevent the satisfaction of any other indebtedness of the Company being subordinated to the sinking fund payment of the Securities), other than payment of amounts previously deposited in accordance with the defeasance provisions of Article 8 hereof, XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or for the account of the Companyotherwise) prior to such default or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Company or a Subsidiary Guarantor shall make any Payment or Distribution in Respect of the Securities payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, then and if (i) subject to Section 10.8, such fact shall, at or prior to the time of such payment, have been made known to the TrusteeTrustee or, then and in as the case may be, such event the Trustee shall forthwith pay over and deliver such payment to the holders of such Senior Indebtedness or to a representative duly appointed by any such holder or holders of such Senior Indebtedness or (ii) such fact shall have been made known to such Holder at any time before or after such paymentHolder, then and in such event such Holder payment shall forthwith pay be paid over and deliver such payment delivered forthwith to the holders of Senior Indebtedness Company or to a representative duly appointed by any such holder or holders of such Senior Indebtedness, in either such case for application to the payment of all Senior Indebtedness then remaining unpaid (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses), after giving effect to any concurrent payment or distribution to or for the benefit of holders of Senior IndebtednessSubsidiary Guarantor. The provisions of this Section shall not apply to any payment with respect to which Section 10.2 is 16.02 would be applicable.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. If any Securities are declared due and payable before their Stated Maturity, the Company shall promptly notify all holders of Senior Indebtedness of such event. In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full in cash, or in a manner otherwise satisfactory to the holders of Senior Indebtedness, of all amounts due on or Obligations in respect of such Senior Indebtedness (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses) before the Holders of the Securities are entitled to receive any Payment payment or Distribution in Respect of the Securities other distribution (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities), other than payment of amounts previously deposited in accordance with the defeasance provisions of Article 8 hereof, by or for the ) on account of the Companyprincipal of or premium, if any, or interest on the Securities or on account of the purchase or other acquisition of Securities, and upon any such event the Holders of the Securities shall, to the extent permitted by law, be prohibited for a period of 180 days thereafter from making any bankruptcy filing with respect to the Company or from filing suit to enforce their rights under this Indenture (PROVIDED, HOWEVER, that if the acceleration of Securities is rescinded or annulled prior to the expiration of such 180-day period, such prohibition shall terminate on such earlier date as the acceleration of such Securities is rescinded or annulled), subject to the rights, if any, under this Article of the holders, from time to time, of Senior Indebtedness to receive the cash, property or securities receivable upon the exercise of such rights. In the event that, notwithstanding the foregoing, the Company shall make any Payment payment or Distribution in Respect of the Securities distribution to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, then if (i) subject to Section 10.8, such fact shall, prior to the time of such payment, have been made known to the Trustee, then and in such event payment or distribution shall be held by the Trustee shall forthwith pay over and deliver (if the Trustee has knowledge that such payment to or distribution is so prohibited) or by such Holder (in trust) for the holders of such Senior Indebtedness or to a representative duly appointed by any such holder or holders of such Senior Indebtedness or (ii) such fact Indebtedness, and shall have been made known to such Holder at any time before or after such payment, then and in such event such Holder shall be paid forthwith pay over and deliver such payment delivered (a) to the holders of Senior Indebtedness or to their respective Representatives as their respective interests may appear or (b) as a representative duly appointed by any such holder or holders court of such Senior Indebtednesscompetent jurisdiction shall direct, in either such case each case, for application to the payment of all Obligations with respect to Senior Indebtedness then remaining unpaid (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses)to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the benefit of holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 10.2 is 12.02 would be applicable.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of the Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full in cash, or in a manner otherwise satisfactory to the holders of Senior Indebtedness, of all amounts due on or in respect of such Senior Indebtedness (includingincluding any amounts due upon acceleration), without limitationor provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, all Allowed and Disallowed Post-Commencement Interest and Expenses) before the Holders of the Securities are entitled to receive any Payment payment or Distribution distribution of any kind or character, whether in Respect cash, properties or securities (including any Junior Subordinated Payment) by the Company on account of the principal of (or premium, if any) or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise provided in the applicable supplemental indenture or Board Resolution adopted pursuant to Section 301 establishing the terms of the Securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated series by delivering and crediting pursuant to the payment of the Securities), other than payment of amounts previously deposited in accordance with the defeasance provisions of Article 8 hereof, by Section 1202 or as otherwise specified pursuant to Section 301 for the account Securities of the Companyany series Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration. In the event that, notwithstanding the foregoing, the Company shall make any Payment or Distribution in Respect of the Securities payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, then and if (i) subject to Section 10.8, such fact shall, at or prior to the time of such payment, have been made known to the TrusteeTrustee or, then and in as the case may be, such event the Trustee shall forthwith pay over and deliver such payment to the holders of such Senior Indebtedness or to a representative duly appointed by any such holder or holders of such Senior Indebtedness or (ii) such fact shall have been made known to such Holder at any time before or after such paymentHolder, then and in such event such Holder payment shall forthwith pay be paid over and deliver such payment delivered forthwith to the holders of Senior Indebtedness or to a representative duly appointed by any such holder or holders of such Senior Indebtedness, in either such case for application to the payment of all Senior Indebtedness then remaining unpaid (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses), after giving effect to any concurrent payment or distribution to or for the benefit of holders of Senior IndebtednessCompany. The provisions of this Section shall not apply to any payment with respect to which Section 10.2 is 1702 would be applicable.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full in cash, or in a manner otherwise satisfactory to the holders of Senior Indebtedness, of all amounts due on or in respect of such Senior Indebtedness (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses) before the Holders of the Securities are entitled to receive any Payment or Distribution in Respect of the Securities (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities), other than payment of amounts previously deposited in accordance with the defeasance provisions of Article 8 7 hereof, by or for the account of the Company. In the event that, notwithstanding the foregoing, the Company shall make any Payment or Distribution in Respect of the Securities to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, then if (i) subject to Section 10.89.8, such fact shall, prior to the time of such payment, have been made known to the Trustee, then and in such event the Trustee shall forthwith pay over and deliver such payment to the holders of such Senior Indebtedness or to a representative duly appointed by any such holder or holders of such Senior Indebtedness or (ii) such fact shall have been made known to such Holder at any time before or after such payment, then and in such event such Holder shall forthwith pay over and deliver such payment to the holders of Senior Indebtedness or to a representative duly appointed by any such holder or holders of such Senior Indebtedness, in either such case for application to the payment of all Senior Indebtedness then remaining unpaid (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses), after giving effect to any concurrent payment or distribution to or for the benefit of holders of Senior Indebtedness. The provisions of this Section shall not apply to any payment with respect to which Section 10.2 9.2 is applicable.