Common use of Payment Over of Proceeds Clause in Contracts

Payment Over of Proceeds. (a) Upon any distribution of Proceeds of Collateral to creditors upon any foreclosure or other enforcement of liens, or upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Issuer or any of the Guarantor Subsidiaries or in a Bankruptcy Proceeding relating to the Issuer or any Subsidiary Guarantor or their property, whether voluntary or involuntary, or upon any discharge or defeasance of the Securities pursuant to Article 9 hereof or otherwise, all Obligations due or to become due upon all Senior Debt shall first be Fully Satisfied before any Proceeds of Collateral are paid, distributed or applied on account or in satisfaction of any Obligations on the Securities, or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such foreclosure, enforcement, dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of Proceeds of Collateral to which the Holders of the Securities or the Trustee under this Indenture would be entitled except for the provisions of this Article 13, shall be paid by the Issuer or any Guarantor Subsidiary or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt secured by such Collateral (pro rata to such holders on the basis of the respective amounts of Senior Debt that is so secured held by such holders) or their Representative, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been Fully Satisfied. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Issuer or any of its Subsidiaries, as Proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of Proceeds of Collateral shall be received by any Holder when such payment or distribution is prohibited by Section 13.2(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt secured by such Collateral (pro rata to such holders on the basis of the respective amount of Senior Debt that is so secured held by such holders) or their Representative, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been Fully Satisfied. (d) The consolidation of the Issuer with, or the merger of the Issuer with or into, another corporation or the liquidation or dissolution of the Issuer following the conveyance or transfer of all or substantially all of its assets, to another Person upon the terms and conditions permitted under this Indenture and as long as permitted under the terms of the Senior Debt, shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Article if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, assume the Issuer's obligations hereunder in accordance with the terms hereof.

Payment Over of Proceeds. (a) Upon any distribution of Proceeds of Collateral to creditors upon any foreclosure or other enforcement of liens, or upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Issuer or any of the Guarantor Subsidiaries Subsidiary or in a Bankruptcy Proceeding relating to the Issuer or any the Subsidiary Guarantor or their property, whether voluntary or involuntary, or upon any discharge or defeasance of the Securities pursuant to Article 9 hereof or otherwise, all Obligations due or to become due upon all Senior Debt shall first be Fully Satisfied before any Proceeds of Collateral are paid, distributed or applied on account or in satisfaction of any Obligations on the Securities, or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such foreclosure, enforcement, dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of Proceeds of Collateral to which the Holders of the Securities or the Trustee under this Indenture would be entitled except for the provisions of this Article 13, shall be paid by the Issuer or any the Guarantor Subsidiary or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt secured by such Collateral (pro rata to such holders on the basis of the respective amounts of Senior Debt that is so secured held by such holders) or their Representative, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been Fully Satisfied. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Issuer or any of its Subsidiaries, as Proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of Proceeds of Collateral shall be received by any Holder when such payment or distribution is prohibited by Section 13.2(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt secured by such Collateral (pro rata to such holders on the basis of the respective amount of Senior Debt that is so secured held by such holders) or their Representative, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been Fully Satisfied. (d) The consolidation of the Issuer with, or the merger of the Issuer with or into, another corporation or the liquidation or dissolution of the Issuer following the conveyance or transfer of all or substantially all of its assets, to another Person upon the terms and conditions permitted under this Indenture and as long as permitted under the terms of the Senior Debt, shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Article if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, assume the Issuer's obligations hereunder in accordance with the terms hereof.

Payment Over of Proceeds. (a) Upon any distribution of Proceeds of Collateral to creditors upon any foreclosure or other enforcement of liens, or upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Issuer or any of the Guarantor Subsidiaries or in a Bankruptcy Proceeding relating to the Issuer or any Subsidiary of its Subsidiaries or the Guarantor or their property, whether voluntary or involuntary, or upon any discharge or defeasance of the Securities pursuant to Article 9 hereof or otherwise, all Obligations due or to become due upon all Senior Debt shall first be Fully Satisfied before any Proceeds of Collateral are paid, distributed or applied on account or in satisfaction of any Obligations on the Securities, or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such foreclosure, enforcement, dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of Proceeds of Collateral to which the Holders of the Securities or the Trustee under this Indenture would be entitled except for the provisions of this Article 13, shall be paid by the Issuer or any Guarantor Subsidiary or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt secured by such Collateral (pro rata to such holders on the basis of the respective amounts of Senior Debt that is so secured held by such holders) or their Representative, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been Fully Satisfied. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Issuer or any of its Subsidiaries, as Proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of Proceeds of Collateral shall be received by any Holder when such payment or distribution is prohibited by Section 13.2(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt secured by such Collateral (pro rata to such holders on the basis of the respective amount of Senior Debt that is so secured held by such holders) or their Representative, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been Fully Satisfied. (d) The consolidation of the Issuer with, or the merger of the Issuer with or into, another corporation or the liquidation or dissolution of the Issuer following the conveyance or transfer of all or substantially all of its assets, to another Person upon the terms and conditions permitted under this Indenture and as long as permitted under the terms of the Senior Debt, shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Article if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, assume the Issuer's obligations hereunder in accordance with the terms hereof.

Payment Over of Proceeds. (a) Upon any payment by the Company, or distribution of Proceeds assets of Collateral the Company of any kind or character, whether in cash, property, or securities, to creditors upon any foreclosure or other enforcement of liens, or upon any total or partial liquidation, dissolution, winding-up, reorganizationliquidation, assignment for the benefit of creditors or marshaling of assets reorganization of the Issuer or any of the Guarantor Subsidiaries or in a Bankruptcy Proceeding relating to the Issuer or any Subsidiary Guarantor or their propertyCompany, whether voluntary or involuntaryinvoluntary or in bankruptcy, insolvency, receivership, or upon any discharge or defeasance of the Securities pursuant to Article 9 hereof or otherwiseother proceedings, all Obligations amounts due or to become due upon all Senior Debt Indebtedness shall first be Fully Satisfied paid in full, or payment thereof provided for in money in accordance with its terms (to the extent of the security therefor, provided that with respect to Senior Indebtedness referenced in Sections 5(a)(b) or 5(a)(c), such Senior Indebtedness and all interest thereon, shall have been paid in full or payment thereof provided for whether or not such Senior Indebtedness is fully secured), before any Proceeds of Collateral are paid, distributed or applied payment is made on account of the principal of or in satisfaction of any Obligations interest on the SecuritiesDebentures, or for the acquisition of any of the Securities for cash or property or otherwise. Upon and upon any such foreclosure, enforcement, dissolution, winding-winding up, liquidation, or reorganization, receivership or similar proceeding, any payment by the Company, or distribution of Proceeds assets of Collateral the Company of any kind or character, whether in cash, property, or securities, to which the Holders of the Securities or the Trustee under this Indenture Debentures would be entitled entitled, except for the provisions of this Article 13section, shall (except as aforesaid) be paid by the Issuer or any Guarantor Subsidiary Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent agent, or other Person person making such payment or distribution, or by the Holders or by of the Trustee Debentures under this Indenture Agreement if received by themthem directly, directly to the holders of Senior Debt secured by such Collateral Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt that is so secured Indebtedness held by such holders) or their Representativerepresentative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application appear to the extent necessary to pay all Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt remaining unpaid until all such Senior Debt has been Fully Satisfied. (b) To the extent Indebtedness, before any payment of Senior Debt (whether by or on behalf distribution is made to the Holders of the Issuer or any of its Subsidiaries, as Proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) Debentures. In the event that, notwithstanding the foregoing, any payment or distribution of Proceeds assets of Collateral the Company of any kind or character, whether in cash, property, or securities, prohibited by the foregoing, shall be received by any Holder when such payment or distribution is prohibited by Section 13.2(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered toFor purposes of this section, the holders words "cash, property, or securities" shall not be deemed to include shares of Senior Debt secured by such Collateral (pro rata to such holders on the basis stock of the respective amount Company as reorganized or readjusted, or securities of Senior Debt that the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is so secured held by such holders) or their Representative, as their respective interests may appear, for application subordinated at least to the extent provided in this section with respect to the Debentures to the payment of all Senior Debt remaining unpaid until all Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from such reorganization or readjustment; and (ii) the rights of the holders of the Senior Debt has been Fully Satisfied. Indebtedness (dother than leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Issuer Company with, or the merger of the Issuer with or Company into, another corporation or the liquidation liquidation, or dissolution of the Issuer Company following the conveyance or transfer of all its property as an entirety, or substantially all of its assetsas an entirety, to another Person corporation upon the terms and conditions permitted under this Indenture and as long as permitted under the terms of the Senior Debt, provided for in Section 10 hereof shall not be deemed a dissolution, winding-up, liquidation liquidation, or reorganization for the purposes of this Article section if such other Person corporation shall, as a part of such consolidation, merger, conveyance conveyance, or transfer, assume the Issuer's obligations hereunder in accordance comply with the terms conditions stated in Section 10 hereof.

Payment Over of Proceeds. (a) Upon any payment by the Partnership, or distribution of Proceeds assets of Collateral the Partnership of any kind or character, whether in cash, property, or securities, to creditors upon any foreclosure or other enforcement of liens, or upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Issuer or any of the Guarantor Subsidiaries or in a Bankruptcy Proceeding relating to the Issuer or any Subsidiary Guarantor or their property, whether voluntary or involuntary, or upon any discharge or defeasance of the Securities pursuant to Article 9 hereof or otherwise, all Obligations due or to become due upon all Senior Debt shall first be Fully Satisfied before any Proceeds of Collateral are paid, distributed or applied on account or in satisfaction of any Obligations on the Securities, or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such foreclosure, enforcement, dissolution, winding-up, liquidation, or reorganization of the Partnership, whether voluntary or involuntary or in bankruptcy, insolvency, receivership, or other proceedings, all amounts then outstanding, whether or not then due, upon all Senior Indebtedness shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal of or interest on the Debentures, and upon any such dissolution, winding up, liquidation, or reorganization, receivership or similar proceeding, any payment by the Partnership, or distribution of Proceeds assets of Collateral the Partnership of any kind or character, whether in cash, property, or securities, to which the Holders of the Securities or the Trustee under this Indenture would be entitled entitled, except for the provisions of this Article 13Section, shall be paid by the Issuer or any Guarantor Subsidiary Partnership or by any receiver, trustee in bankruptcy, liquidating trustee, agent agent, or other Person person making such payment or distribution, or by the Holders or by the Trustee under this Indenture Agreement if received by themthem directly, directly to the holders of Senior Debt secured by such Collateral (pro rata Indebtedness or their representative or representatives, or to such the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear to the extent necessary to pay all outstanding Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders on of Senior Indebtedness, before any payment or distribution is made to the basis Holders. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the respective amounts Partnership of any kind or character, whether in cash, property, or securities, prohibited by the foregoing, shall be received by the Holders before all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt that is so secured held by such holders) Indebtedness or their Representativerepresentative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt Indebtedness remaining unpaid until to the extent necessary to pay all Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt has been Fully Satisfied. (b) To Indebtedness. For purposes of this Section, the extent any payment of Senior Debt (whether by or on behalf of the Issuer or any of its Subsidiarieswords "cash, as Proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered byproperty, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied securities" shall not be deemed to be reinstated and outstanding include partnership interests of the Partnership as if such payment had not occurred. (c) In reorganized or readjusted, or securities of the event that, notwithstanding the foregoing, Partnership or any payment entity provided for by a plan of reorganization or distribution of Proceeds of Collateral shall be received by any Holder when such payment or distribution is prohibited by Section 13.2(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered toreadjustment, the holders payment of Senior Debt secured by such Collateral (pro rata which is subordinated at least to such holders on the basis of extent provided in this Section with respect to the respective amount of Senior Debt that is so secured held by such holders) or their Representative, as their respective interests may appear, for application Debentures to the payment of all Senior Debt remaining unpaid until all Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new entity, if any, resulting from such Senior Debt has been Fully Satisfied. reorganization or readjustment; and (dii) The consolidation the rights of the Issuer with, or the merger of the Issuer with or into, another corporation or the liquidation or dissolution of the Issuer following the conveyance or transfer of all or substantially all of its assets, to another Person upon the terms and conditions permitted under this Indenture and as long as permitted under the terms holders of the Senior DebtIndebtedness (other than leases) and of leases which are assumed are not, shall not be deemed a dissolution, winding-up, liquidation or reorganization for without the purposes of this Article if such other Person shall, as a part consent of such consolidationholders, merger, conveyance altered by such reorganization or transfer, assume the Issuer's obligations hereunder in accordance with the terms hereofreadjustment.