Common use of Guaranty Proceeds Clause in Contracts

Guaranty Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement or any Guaranty Agreement, Administrative Agent and the Lenders covenant and agree with Borrower that any funds, payments, claims, or distributions actually received by Administrative Agent and the Lenders as a result of, or pursuant to any Guaranty Agreement (“Guaranty Proceeds”), shall be made available for distribution equally and ratably among the holders of the Obligations and the trustee or trustees of any senior, unsecured, non-subordinated Debt of Borrower issued in offerings registered under the Securities Act of 1933 or exempt from registration pursuant to Rule 144A of Section 4 thereof and holders of borrowed money incurred by Borrower (the “Senior Debt”) which is outstanding on the date Administrative Agent and the Lenders receive such Guaranty Proceeds. This Section 5.6 shall not apply to any payments, funds, claims or distributions received by Administrative Agent or any Lender directly or indirectly from Borrower or any other Person other than from a Guarantor Subsidiary pursuant to a Guaranty Agreement, but shall apply solely to Guaranty Proceeds. Borrower has been supplied a copy of each Guaranty Agreement and specifically understands and agrees with Administrative Agent and Lenders that, to the extent Guaranty Proceeds are distributed to holders of the Senior Debt, each Guarantor Subsidiary has agreed that the Obligation shall not be deemed reduced by any such distribution, and each Guarantor Subsidiary will continue to make payments pursuant to its Guaranty Agreement until such time as the Obligation has been paid in full after taking into effect any distributions of Guaranty Proceeds to holders of Senior Debt.

Guaranty Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement or any Guaranty Agreement, Administrative Agent and the Lenders covenant and agree with the Borrower that any funds, payments, claims, or distributions actually received by Administrative Agent and the Lenders as a result of, or pursuant to any Guaranty Agreement (“Guaranty Proceeds”), shall be made available for distribution equally and ratably among the holders of the Obligations and the trustee or trustees of any senior, unsecured, non-subordinated Debt Indebtedness of the Borrower issued in offerings registered under the Securities Act of 1933 or exempt from registration pursuant to Rule 144A of Section 4 thereof and holders of borrowed money incurred by the Borrower (the “Senior Debt”) which is outstanding on the date Administrative Agent and the Lenders receive such Guaranty Proceeds. This Section 5.6 6.15 shall not apply to any payments, funds, claims or distributions received by Administrative Agent or any Lender directly or indirectly from the Borrower or any other Person other than from a Guarantor Subsidiary pursuant to a Guaranty Agreement, but shall apply solely to Guaranty Proceeds. The Borrower has been supplied a copy of each Guaranty Agreement and specifically understands and agrees with Administrative Agent and Lenders that, to the extent Guaranty Proceeds are distributed to holders of the Senior Debt, each Guarantor Subsidiary has agreed that the Obligation Obligations shall not be deemed reduced by any such distribution, and each Guarantor Subsidiary will continue to make payments pursuant to its Guaranty Agreement until such time as the Obligation has Obligations have been paid in full after taking into effect any distributions of Guaranty Proceeds to holders of Senior Debt.

Guaranty Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement or any Guaranty Agreement, Administrative Agent and the Lenders covenant and agree with the Borrower that any funds, payments, claims, or distributions actually received by Administrative Agent and the Lenders as a result of, or pursuant to any Guaranty Agreement (“Guaranty Proceeds”), shall be made available for distribution equally and ratably among the holders of the Obligations and the trustee or trustees of any senior, unsecured, non-subordinated Debt Indebtedness of the Borrower issued in offerings registered under the Securities Act of 1933 or exempt from registration pursuant to Rule 144A of Section 4 thereof and holders of borrowed money incurred by the Borrower (the “Senior Debt”) which is outstanding on the date Administrative Agent and the Lenders receive such Guaranty Proceeds. This Section 5.6 6.15 shall not apply to any payments, funds, claims or distributions received by Administrative Agent or any Lender directly or indirectly from the Borrower or any other Person other than from a Guarantor Subsidiary pursuant to a Guaranty Agreement, but shall apply solely to Guaranty Proceeds. The Borrower has been supplied a copy of each Guaranty Agreement and specifically understands and agrees with Administrative Agent and Lenders that, to the extent Guaranty Proceeds are distributed to holders of the Senior Debt, each Guarantor Subsidiary has agreed that the Obligation shall not be deemed reduced by any such distribution, and each Guarantor Subsidiary will continue to make payments pursuant to its Guaranty Agreement until such time as the Obligation has been paid in full after taking into effect any distributions of Guaranty Proceeds to holders of Senior Debt.

Guaranty Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement or any Guaranty Agreement, Administrative Agent and the Lenders covenant and agree with Borrower that any funds, payments, claims, or distributions actually received by Administrative Agent and the Lenders as a result of, or pursuant to any Guaranty Agreement (“"Guaranty Proceeds”"), shall be made available for distribution equally and ratably among the holders of the Obligations and the trustee or trustees of any senior, unsecured, non-subordinated Debt of Borrower issued in offerings registered under the Securities Act of 1933 or exempt from registration pursuant to Rule 144A of Section 4 thereof and holders of borrowed money incurred by Borrower (the “"Senior Debt”") which is outstanding on the date Administrative Agent and the Lenders receive such Guaranty Proceeds. This Section 5.6 shall not apply to any payments, funds, claims or distributions received by Administrative Agent or any Lender directly or indirectly from Borrower or any other Person other than from a Guarantor Subsidiary pursuant to a Guaranty Agreement, but shall apply solely to Guaranty Proceeds. Borrower has been supplied a copy of each Guaranty Agreement and specifically understands and agrees with Administrative Agent and Lenders that, to the extent Guaranty Proceeds are distributed to holders of the Senior Debt, each Guarantor Subsidiary has agreed that the Obligation shall not be deemed reduced by any such distribution, and each Guarantor Subsidiary will continue to make payments pursuant to its Guaranty Agreement until such time as the Obligation has been paid in full after taking into effect any distributions of Guaranty Proceeds to holders of Senior Debt.

Guaranty Proceeds. (a) Notwithstanding anything any other provision of any Credit Document to the contrary contained in this Agreement or any Guaranty Agreementcontrary, Administrative Agent and the Lenders covenant and agree with Borrower that any funds, payments, claims, or distributions actually received by Administrative Agent and for the Lenders account of any Lender as a result of the enforcement of, or pursuant to to, any Guaranty Agreement Guaranty, net of Agent’s and Lenders’ expenses of collection thereof (such net amount, “Guaranty Proceeds”), shall be made available for distribution equally and ratably among (in proportion to the holders aggregate amount of principal, interest and other amounts then owed in respect of the Obligations or of an issuance of Public Debt (as defined below), as the case may be) among the Agent, the Lenders and the trustee or trustees of any seniorIndebtedness not subordinated to the Obligations (or to the holders thereof), unsecuredissued by Borrower, non-subordinated Debt before or after the date of Borrower issued this Agreement, in offerings registered under the Securities Act of 1933 1933, as amended, or in transactions exempt from registration pursuant to Rule rule 144A of Section 4 thereof and holders of borrowed money incurred by Borrower (the “Senior Public Debt”). Agent is hereby authorized by Borrower, by each Lender and by each Guarantor (by its execution and delivery of the Guaranty to which it is party) which is outstanding on the date Administrative Agent and the Lenders receive to make such Guaranty ProceedsProceeds so available. No Lender shall have any interest in any amount paid over by Agent to the trustee or trustees in respect of any Public Debt (or to the holders thereof) pursuant to the foregoing authorization. This Section 5.6 7.3(a) shall apply (i) solely to Guaranty Proceeds and not apply to any payments, funds, claims or distributions received by Administrative Agent or any Lender Lenders directly or indirectly from Borrower or any other Person other than from a Guarantor Subsidiary pursuant to a Guaranty AgreementGuaranty, but shall apply solely and (ii) as to Guaranty ProceedsPublic Debt issued after December 20, 2000, only if the documents governing the Public Debt provide for the same sharing with the Lenders of guaranty proceeds recovered to pay the Public Debt. Borrower has been supplied a copy is aware of each Guaranty Agreement the terms of the Guaranty, and specifically understands and agrees with Administrative Agent and the Lenders that, to the extent Guaranty Proceeds are distributed to holders of the Senior DebtPublic Debt or their respective trustees, each such Guarantor Subsidiary has agreed that the Obligation shall Obligations will not be deemed reduced by any such distributiondistributions, and each Guarantor Subsidiary will shall continue to make payments pursuant to its Guaranty Agreement until such time times as the Obligation has Obligations have been paid in full (and the Commitment has been terminated and any LC Exposure reduced to zero), after taking into effect account any such distributions of Guaranty Proceeds to holders in respect of Senior DebtIndebtedness other than the Obligations.

Guaranty Proceeds. (a) Notwithstanding anything any other provision of any Credit Document to the contrary contained in this Agreement or any Guaranty Agreementcontrary, Administrative Agent and the Lenders covenant and agree with Borrower that any funds, payments, claims, or distributions actually received by Administrative Agent and for the Lenders account of any Lender as a result of the enforcement of, or pursuant to to, any Guaranty Agreement Guaranty, net of Agent’s and Lenders’ expenses of collection thereof (such net amount, “Guaranty Proceeds”), shall be made available for distribution equally and ratably among (in proportion to the holders aggregate amount of principal, interest and other amounts then owed in respect of the Obligations or of an issuance of Public Debt (as defined below), as the case may be) among the Agent, the Lenders and the trustee or trustees of any seniorIndebtedness not subordinated to the Obligations (or to the holders thereof), unsecuredissued by Borrower, non-subordinated Debt before or after the date of Borrower issued this Agreement, in offerings registered under the Securities Act of 1933 1933, as amended, or in transactions exempt from registration pursuant to Rule rule 144A of Section 4 thereof and holders of borrowed money incurred by Borrower (the “Senior Public Debt”). Agent is hereby authorized by Borrower, by each Lender and by each Guarantor (by its execution and delivery of the Guaranty to which it is party) which is outstanding on the date Administrative Agent and the Lenders receive to make such Guaranty ProceedsProceeds so available. No Lender 50 shall have any interest in any amount paid over by Agent to the trustee or trustees in respect of any Public Debt (or to the holders thereof) pursuant to the foregoing authorization. This Section 5.6 7.3(a) shall apply (i) solely to Guaranty Proceeds and not apply to any payments, funds, claims or distributions received by Administrative Agent or any Lender Lenders directly or indirectly from Borrower or any other Person other than from a Guarantor Subsidiary pursuant to a Guaranty AgreementGuaranty, but shall apply solely and (ii) as to Guaranty ProceedsPublic Debt issued after December 20, 2000, only if the documents governing the Public Debt provide for the same sharing with the Lenders of guaranty proceeds recovered to pay the Public Debt. Borrower has been supplied a copy is aware of each Guaranty Agreement the terms of the Guaranty, and specifically understands and agrees with Administrative Agent and the Lenders that, to the extent Guaranty Proceeds are distributed to holders of the Senior DebtPublic Debt or their respective trustees, each such Guarantor Subsidiary has agreed that the Obligation shall Obligations will not be deemed reduced by any such distributiondistributions, and each Guarantor Subsidiary will shall continue to make payments pursuant to its Guaranty Agreement until such time times as the Obligation has Obligations have been paid in full (and the Commitment has been terminated and any LC Exposure reduced to zero), after taking into effect account any such distributions of Guaranty Proceeds to holders in respect of Senior DebtIndebtedness other than the Obligations.

Guaranty Proceeds. (a) Notwithstanding anything any other provision of any Credit Document to the contrary contained in this Agreement or any Guaranty Agreementcontrary, Administrative Agent and the Lenders covenant and agree with Borrower that any funds, payments, claims, or distributions actually received by Administrative Agent and for the Lenders account of any Lender as a result of the enforcement of, or pursuant to any Guaranty Agreement to, the Guaranty, net of Agent’s and Lenders’ expenses of collection thereof (such net amount, “Guaranty Proceeds”), shall be made available for distribution equally and ratably among (in proportion to the holders aggregate amount of principal, interest and other amounts then owed in respect of the Obligations or of an issuance of Public Debt (as defined below), as the case may be) among the Agent, the Lenders and the trustee or trustees of any seniorIndebtedness not subordinated to the Obligations (or to the holders thereof), unsecuredissued by Borrower, non-subordinated Debt before or after the date of Borrower issued this Agreement, in offerings registered under the Securities Act of 1933 1933, as amended, or in transactions exempt from registration pursuant to Rule rule 144A of Section 4 thereof and holders of borrowed money incurred by Borrower (the “Senior Public Debt”). Agent is hereby authorized by Borrower, by each Lender and by the Parent (by its execution and delivery of the Guaranty) which is outstanding on the date Administrative Agent and the Lenders receive to make such Guaranty ProceedsProceeds so available. No Lender shall have any interest in any amount paid over by Agent to the trustee or trustees in respect of any Public Debt (or to the holders thereof) pursuant to the foregoing authorization. This Section 5.6 7.3(a) shall apply (i) solely to Guaranty Proceeds and not apply to any payments, funds, claims or distributions received by Administrative Agent or any Lender Lenders directly or indirectly from Borrower or any other Person other than from a Guarantor Subsidiary the Parent pursuant to a Guaranty Agreementthe Guaranty, but shall apply solely and (ii) as to Guaranty ProceedsPublic Debt issued after December 20, 2000, only if the documents governing the Public Debt provide for the same sharing with the Lenders of guaranty proceeds recovered to pay the Public Debt. Borrower has been supplied a copy is aware of each Guaranty Agreement the terms of the Guaranty, and specifically understands and agrees with Administrative Agent and the Lenders that, to the extent Guaranty Proceeds are distributed to holders of Public Debt or their respective trustees, the Senior Debt, each Guarantor Subsidiary Parent has agreed that the Obligation shall Obligations will not be deemed reduced by any such distributiondistributions, and each Guarantor Subsidiary will the Parent shall continue to make payments pursuant to its the Guaranty Agreement until such time times as the Obligation has Obligations have been paid in full (and the Commitment has been terminated and any LC Exposure reduced to zero), after taking into effect account any such distributions of Guaranty Proceeds in respect of Indebtedness other than the Obligations. Nothing contained herein shall be deemed (i) to holders limit, modify, or alter the rights of Senior Agent and Lenders under the Guaranty, (ii) to subordinate the Obligations to any Public Debt, or (iii) to give any holder of Public Debt (or any trustee for such holder) any rights of subrogation. This Agreement and the Guaranty are for the sole benefit of Agent and the Lenders and their respective successors and assigns. Nothing contained herein or in the Guaranty shall be deemed for the benefit of any holder of Public Debt, or any trustee for such holder; nor shall anything contained herein or therein be construed to impose on Agent or Lenders any fiduciary duties, obligations or responsibilities to the holder of any Public Debt or their trustees (including, but not limited to, any duty to pursue the Parent for payment under the Guaranty). The Agent.

Guaranty Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement or any Guaranty Agreement, Administrative Agent and the Lenders covenant and agree with the Borrower that any funds, payments, claims, or distributions actually received by Administrative Agent and the Lenders as a result of, or pursuant to any Guaranty Agreement (“Guaranty Proceeds”), shall be made available for distribution equally and ratably among the holders of the Obligations and the trustee or trustees of any senior, unsecured, non-subordinated Debt Indebtedness of the Borrower issued in offerings registered under the Securities Act of 1933 or exempt from registration pursuant to Rule 144A of Section 4 thereof and holders of borrowed money incurred by the Borrower (the “Senior Debt”) which is outstanding on the date Administrative Agent and the Lenders receive such Guaranty Proceeds. This Section 5.6 6.15 shall not apply to any payments, funds, claims or distributions received by Administrative Agent or any Lender directly or indirectly from the Borrower or any other Person other than from a Guarantor Subsidiary pursuant to a Guaranty Agreement, but shall apply solely to Guaranty Proceeds. The Borrower has been supplied a copy of each Guaranty Agreement and specifically understands and agrees with Administrative Agent and Lenders that, to the extent Guaranty Proceeds are distributed to holders of the Senior Debt, each Guarantor Subsidiary has agreed that the Obligation Obligations shall not be deemed reduced by any such distribution, and each Guarantor Subsidiary will continue to make payments pursuant to its Guaranty Agreement until such time as the Obligation has been paid in full after taking into effect any distributions of Guaranty Proceeds to holders of Senior Debt.deemed

Guaranty Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement or any Guaranty Agreement, Administrative Agent and the Lenders covenant and agree with Borrower that any funds, payments, claims, or distributions actually received by Administrative Agent and the Lenders as a result of, or pursuant to any Guaranty Agreement (“Guaranty Proceeds”"GUARANTY PROCEEDS"), shall be made available for distribution equally and ratably among the holders of the Obligations and the trustee or trustees of any senior, unsecured, non-subordinated Debt of Borrower issued in offerings registered under the Securities Act of 1933 or exempt from registration pursuant to Rule 144A of Section 4 thereof and holders of borrowed money incurred by Borrower (the “Senior Debt”"SENIOR DEBT") which is outstanding on the date Administrative Agent and the Lenders receive such Guaranty Proceeds. This Section SECTION 5.6 shall not apply to any payments, funds, claims or distributions received by Administrative Agent or any Lender directly or indirectly from Borrower or any other Person other than from a Guarantor Subsidiary pursuant to a Guaranty Agreement, but shall apply solely to Guaranty Proceeds. Borrower has been supplied a copy of each Guaranty Agreement and specifically understands and agrees with Administrative Agent and Lenders that, to the extent Guaranty Proceeds are distributed to holders of the Senior Debt, each Guarantor Subsidiary has agreed that the Obligation shall not be deemed reduced by any such distribution, and each Guarantor Subsidiary will continue to make payments pursuant to its Guaranty Agreement until such time as the Obligation has been paid in full after taking into effect any distributions of Guaranty Proceeds to holders of Senior Debt.

Guaranty Proceeds. (a) Notwithstanding anything any other provision of any Credit Document to the contrary contained in this Agreement or any Guaranty Agreementcontrary, Administrative Agent and the Lenders covenant and agree with Borrower that any funds, payments, claims, or distributions actually received by Administrative Agent and for the Lenders account of any Lender as a result of the enforcement of, or pursuant to to, any Guaranty Agreement Guaranty, net of Agent's and Lenders' expenses of collection thereof (“such net amount, "Guaranty Proceeds”"), shall be made available for distribution equally and ratably among (in proportion to the holders aggregate amount of principal, interest and other amounts then owed in respect of the Obligations or of an issuance of Public Debt (as defined below), as the case may be) among the Agent, the Lenders and the trustee or trustees of any seniorIndebtedness not subordinated to the Obligations (or to the holders thereof), unsecuredissued by Borrower, non-subordinated Debt before or after the date of Borrower issued this Agreement, in offerings registered under the Securities Act of 1933 1933, as amended, or in transactions exempt from registration pursuant to Rule rule 144A thereof ("Public Debt"). Agent is hereby authorized by Borrower, by each Lender and by each Guarantor (by its execution and delivery of Section 4 thereof and holders of borrowed money incurred by Borrower (the “Senior Debt”Guaranty to which it is party) which is outstanding on the date Administrative Agent and the Lenders receive to make such Guaranty ProceedsProceeds so available. No Lender shall have any interest in any amount paid over by Agent to the trustee or trustees in respect of any Public Debt (or to the holders thereof) pursuant to the foregoing authorization. This Section 5.6 7.3(a) shall apply (i) solely to Guaranty Proceeds and not apply to any -------------- payments, funds, claims or distributions received by Administrative Agent or any Lender Lenders directly or indirectly from Borrower or any other Person other than from a Guarantor Subsidiary pursuant to a Guaranty Guaranty, and (ii) as to Public Debt issued after the date of this Agreement, but shall apply solely only if the documents governing the Public Debt provide for the same sharing with the Lenders of guaranty proceeds recovered to Guaranty Proceedspay the Public Debt. Borrower has been supplied a copy is aware of each Guaranty Agreement the terms of the Guaranty, and specifically understands and agrees with Administrative Agent and the Lenders that, to the extent Guaranty Proceeds are distributed to holders of the Senior DebtPublic Debt or their respective trustees, each such Guarantor Subsidiary has agreed that the Obligation shall Obligations will not be deemed reduced by any such distributiondistributions, and each Guarantor Subsidiary will shall continue to make payments pursuant to its Guaranty Agreement until such time times as the Obligation has Obligations have been paid in full (and the Commitment has been terminated and any LC Exposure reduced to zero), after taking into effect account any such distributions of Guaranty Proceeds to holders in respect of Senior DebtIndebtedness other than the Obligations.

Guaranty Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement or any Guaranty Agreement, Administrative Agent and the Lenders covenant and agree with the Borrower that any funds, payments, claims, or distributions actually received by Administrative Agent and the Lenders as a result of, or pursuant to any Guaranty Agreement (“Guaranty Proceeds”), shall be made available for distribution equally and ratably among the holders of the Obligations and the trustee or trustees of any senior, unsecured, non-subordinated Debt Indebtedness of the Borrower issued in offerings registered under the Securities Act of 1933 or exempt from registration pursuant to Rule 144A of Section 4 thereof and holders of borrowed money incurred by the Borrower (the “Senior Debt”) which is outstanding on the date Administrative Agent and the Lenders receive such Guaranty Proceeds. This Section 5.6 6.15 shall not apply to any payments, funds, claims or distributions received by Administrative Agent or any Lender directly or indirectly from the Borrower or any other Person other than from a Guarantor Subsidiary pursuant to a Guaranty Agreement, but shall apply solely to Guaranty Proceeds. The Borrower has been supplied a copy of each the Guaranty Agreement and specifically understands and agrees with Administrative Agent and Lenders that, to the extent Guaranty Proceeds are distributed to holders of the Senior Debt, each Guarantor Subsidiary Camden Trust has agreed that the Obligation Obligations shall not be deemed reduced by any such distribution, and each Guarantor Subsidiary Camden Trust will continue to make payments pursuant to its the Guaranty Agreement until such time as the Obligation has Obligations have been paid in full after taking into effect any distributions of Guaranty Proceeds to holders of Senior Debt.