US Insolvency Proceedings disposal of Transaction Security
US Insolvency Proceedings. Reorganisation securities
US Insolvency Proceedings recoveries and turnover
US Insolvency Proceedings rights as to Transaction Security and proceeds
US Insolvency Proceedings. (a) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction in the United States seeking:
(i) relief in respect of any Obligor or Material Subsidiary, or of a substantial part of the property or assets of any Obligor or Material Subsidiary, under US Bankruptcy Law;
(ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or Material Subsidiary or for a substantial part of the property or assets of any Obligor or Material Subsidiary; or
(iii) the winding-up or liquidation of any Obligor or Material Subsidiary, and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered.
(b) Any Obligor or Material Subsidiary shall:
(i) voluntarily commence any proceeding or file any petition seeking relief under US Bankruptcy Law; or
(ii) apply for or consent to the appointment, pursuant to the laws of the United States or any state thereof, of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or Material Subsidiary or for a substantial part of the property or assets of any Obligor or Material Subsidiary.
US Insolvency Proceedings. “subordination agreement”6 If any Debtor commences a US Insolvency Proceeding, then this Agreement, which the Parties hereto expressly acknowledge is a “subordination agreement” under section 510(a) of the US Bankruptcy Code, shall be effective during the US Insolvency Proceeding of any such Debtor.
US Insolvency Proceedings. The Guarantor:
(a) applies for, or consents to, the appointment of, or the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or a substantial part of its property;
(b) makes a general assignment for the benefit of its creditors;
(c) commences a voluntary case under U.S. Bankruptcy Law;
(d) files a petition with respect to itself seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganisation, liquidation, dissolution, arrangement or winding up, or composition or readjustment of debts;
(e) takes any corporate action for the purpose of effecting any of the foregoing with respect to itself;
(f) is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties; or
(g) is the subject of involuntary proceedings under U.S. Bankruptcy Law, if such proceedings have not been dismissed or stayed within 60 days of commencement thereof, or if an order for relief has been entered in any such proceedings.
US Insolvency Proceedings. (a) An involuntary proceeding is commenced or an involuntary petition is filed in a court of competent jurisdiction in the United States seeking:
(i) relief in respect of any Obligor or Material Company, or of a substantial part of the property or assets of any Obligor or Material Company, under US Bankruptcy Law;
(ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or Material Company or for a substantial part of the property or assets of any Obligor or Material Company; or
(iii) the winding-up or liquidation of any Obligor or Material Company, and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered.
(b) Any Obligor or Material Company:
(i) voluntarily commences any proceeding or file any petition seeking relief under US Bankruptcy Law;
(ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (a) above;
(iii) applies for or consent to the appointment, pursuant to the laws of the United States or any state thereof, of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or Material Company or for a substantial part of the property or assets of any Obligor or Material Company;
(iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding; or
(v) takes any action for the purpose of effecting any of the matters set out in paragraphs (i) to (iv) above.
US Insolvency Proceedings. (a) Notwithstanding the foregoing, or any other provision in this Agreement, in the event that any Debtor becomes subject to an Insolvency Event under the U.S. Bankruptcy Code, each Senior Parent Notes Creditor, Senior Parent Notes Representative, Permitted Parent Financing Creditor and each Permitted Parent Financing Representative hereby agrees not to take any action under the applicable bankruptcy proceeding that would be inconsistent with its agreements hereunder without the consent of the Majority Senior Secured Creditors until payment in full and in cash of the Senior Liabilities.
(b) If any Debtor commences a U.S. Insolvency Proceeding, then this Agreement, which the Parties hereto expressly acknowledge is a "subordination agreement" under section 510(a) of the US Bankruptcy Code, shall be effective during the U.S. Insolvency Proceeding of any such Debtor and the relative rights as to the Transaction Security and proceeds thereof and shall continue after any Debtor commences a U.S. Insolvency Proceeding on the same basis as prior to the date of the petition commencing such U.S. Insolvency Proceeding.
(c) In a U.S. Insolvency Proceeding the provision of any debtor in possession financing (each a "DIP Financing") under section 364 of the US Bankruptcy Code that is secured by liens (the "DIP Financing Liens") senior to or pari passu with the liens securing the Senior Liabilities or any consent to the use of cash collateral under section 363 of the US Bankruptcy Code shall require only the consent of the Majority Senior Secured Creditors.
(d) In connection with any U.S. Insolvency Proceeding, the Senior Secured Creditors and the Senior Parent Creditors, notwithstanding anything to the contrary contained herein, shall retain all rights to vote to accept or reject any plan of reorganization, composition, arrangement or liquidation.
(e) In connection with any U.S. Insolvency Proceeding, in the event that any Senior Parent Creditor becomes a judgment lien creditor in respect of Collateral, such judgment lien shall be subordinated to the Security securing the Senior Liabilities.
