Common use of Insolvency or Liquidation Proceeding Clause in Contracts

Insolvency or Liquidation Proceeding. (a) Upon any distribution of any property or assets of the Company or payment on behalf of the Company with respect to the Notes in the event of any Insolvency or Liquidation Proceeding with respect to the Company: (i) the holders of the Senior Debt shall be entitled to receive payment in full in cash of such Senior Debt before the Noteholders are entitled to receive any direct or indirect payment or distribution of any kind or character, whether in cash, property or securities (other than Permitted Junior Securities) on account of principal of (or premium, if any, on) or interest on the Notes or other Obligations on account of the purchase or redemption or other acquisition of the Notes (including pursuant to an optional redemption); and (ii) any direct or indirect payment or distribution of property or assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Securities), by set-off or otherwise, to which the Noteholders would be entitled but for the provisions of this Article XII shall be paid by the Company or by any liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of the Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each, to the extent necessary to make payment in full in cash of the Senior Debt after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. (b) Upon any distribution of the property or assets of any Guarantor or payment on behalf of any Guarantor with respect to the Notes or any Guarantee in the event of any Insolvency or Liquidation Proceeding with respect to such Guarantor: (i) the holders of the Senior Debt shall be entitled to receive payment in full in cash of such Senior Debt before the Noteholders are entitled to receive any direct or indirect payment or distribution of any kind or character, whether in cash, property or securities (other than Permitted Junior Securities) on account of any Guarantee; and (ii) any direct or indirect payment or distribution of the property or assets of such Guarantor of any kind or character, whether in cash, property or securities (other than Permitted Junior Securities), by set-off or otherwise, to which the Noteholders would be entitled but for the provisions of this Article XII shall be paid by such Guarantor or by any liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of the Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each, to the extent necessary to make payment in full in cash of the Senior Debt after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. (c) In the event that, notwithstanding the foregoing provisions of this Section 12.2, any Noteholder or any trustee or agent acting on its behalf receives any payment or distribution of the property or assets of the Company or such Guarantor, as applicable, of any kind or character, whether in cash, property or securities, by set-off or otherwise, in respect of principal of (and premium, if any, on) or interest on the Notes before the Senior Debt is paid in full in cash, then and in such event such payment or distribution (other than Permitted Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company or such Guarantor, as applicable, for application to the payment of the Senior Debt remaining unpaid, pro rata on the basis of the respective amounts of the Senior Debt outstanding, to the extent necessary to pay the Senior Debt in full in cash, after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt.