Common use of Priority and Payment Over of Proceeds in Certain Events Clause in Contracts

Priority and Payment Over of Proceeds in Certain Events. (a) Subordination of Guaranteed Obligations on Dissolution, Liquidation or Reorganization of Such Guarantor. Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (other than a liquidation or dissolution of such Guarantor into the Company or another Guarantor), all Guarantor Senior Debt of such Guarantor (including any interest accruing subsequent to an event specified in subsection 7.6 or 7.7 of the Credit Agreement whether or not such interest is an allowed claim enforceable against such Guarantor) shall first be paid in full in cash or Cash Equivalents, before the Lenders shall be entitled to receive any payment with respect to any Guaranteed Obligations of such Guarantor and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities, to which the Lenders would be entitled except for the provisions of this Section 3 shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Debt of such Guarantor or their representatives to the extent necessary to pay all of the Guarantor Senior Debt of such Guarantor to the holders of such Guarantor Senior Debt.

Priority and Payment Over of Proceeds in Certain Events. (a) Subordination Insolvency or Dissolution of Guaranteed Obligations on Dissolution, Liquidation or Reorganization of Such Guarantor. Upon any payment or distribution of all or any of the assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution dissolution, winding up, liquidation, reorganization, arrangement, adjustment, protection, relief or winding up composition of Guarantor or total or partial liquidation or reorganization of such Guarantorits debts, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, arrangement, reorganization, relief or other proceedings proceedings, or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of Guarantor or otherwise (other than a liquidation or dissolution of any such Guarantor into the Company or another Guarantorevent being an "Insolvency Event"), all Guarantor Senior Debt of such Guarantor (including any interest accruing subsequent to an event specified in subsection 7.6 or 7.7 of the Credit Agreement whether or not such interest is an allowed claim enforceable against such Guarantor) shall first be paid in full in cash or Cash Equivalents, before the Lenders any Subordinate Creditor shall be entitled to receive any payment with respect to of the Subordinated Debt. Upon the occurrence of any Guaranteed Obligations of such Guarantor and upon any such dissolution or winding up or liquidation or reorganizationInsolvency Event, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities, to which the Lenders any Subordinate Creditor would be entitled entitled, except for the provisions of this Section 3 Article III, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, directly to Senior Lender for application (in the holders case of cash) to or as collateral (in the Guarantor case of non-cash property or securities) for the payment in full of all Senior Debt of such Guarantor after giving effect to any concurrent payment or their representatives distribution to Senior Lender or any Lender on the extent necessary to pay all of the Guarantor Senior Debt of such Guarantor to the holders of such Guarantor Senior Debt.

Priority and Payment Over of Proceeds in Certain Events. (a) Subordination No payment shall be made by the Company on account of Guaranteed Obligations principal of or interest on Dissolutionthe Note or on account of the purchase or other acquisition of the Note, Liquidation if there shall have occurred and be continuing a default with respect to any Senior Indebtedness permitting the acceleration thereof or Reorganization with respect to the payment of Such Guarantor. any Senior Indebtedness and (i) such default is the subject of a judicial proceeding or (ii) notice of such default in writing or by telegram has been given to the Company by any holder or holders of any Senior Indebtedness (provided, however, that in the case of Senior Indebtedness issued pursuant to an indenture such notice may be validly given only by the trustee under such indenture), unless and until such default or event of default shall have been cured to the extent permitted pursuant to the terms of the instrument creating or evidencing such Senior Indebtedness or waived. (b) Upon any payment by the Company or distribution of assets or securities of the Company or any Guarantor Subsidiary, as the case may be, of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of such Guarantorthe Company or any Subsidiary, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (other than a liquidation or dissolution proceedings, all amounts payable under Senior Indebtedness of such Guarantor into the Company or another Guarantor), all Guarantor Senior Debt of such Guarantor (including any interest accruing subsequent to an event specified in subsection 7.6 or 7.7 of the Credit Agreement whether or not such interest is an allowed claim enforceable against such GuarantorSections 8.1(e) shall first be paid in full in cash or Cash Equivalents, before the Lenders shall be entitled to receive any payment with respect to any Guaranteed Obligations of such Guarantor and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities, to which the Lenders would be entitled except for the provisions of this Section 3 shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Debt of such Guarantor or their representatives to the extent necessary to pay all of the Guarantor Senior Debt of such Guarantor to the holders of such Guarantor Senior Debt.8.1

Priority and Payment Over of Proceeds in Certain Events. (a) Subordination of Guaranteed Guarantee Obligations on Dissolution, Liquidation or Reorganization of Such Guarantor. Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (other than a liquidation or dissolution of such Guarantor into the Company Borrower or another Guarantor), all Guarantor Senior Debt Indebtedness of such Guarantor (including including. any interest accruing subsequent to an event specified in subsection Section 7.6 or 7.7 of the Credit Agreement whether or not such interest is an allowed claim enforceable against such Guarantor) shall first be paid in full in cash or Cash Equivalents, before the Lenders shall be entitled to receive any payment with respect to any Guaranteed Guarantee Obligations of such Guarantor and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities, to which the Lenders would be entitled except for the provisions of this Section 3 11 shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, directly to the holders of the Guarantor Senior Debt Indebtedness of such Guarantor or their representatives to the extent necessary to pay all of the Guarantor Senior Debt Indebtedness of such Guarantor to the holders of such Guarantor Senior DebtIndebtedness.

Priority and Payment Over of Proceeds in Certain Events. (a) Subordination of Guaranteed Obligations on DissolutionA. SUBORDINATION ON DISSOLUTION, Liquidation or Reorganization of Such GuarantorLIQUIDATION OR REORGANIZATION OF THE BORROWER. Upon any payment or distribution of assets or securities of any Guarantor the Borrower of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or any total or partial liquidation or reorganization of such Guarantorthe Borrower, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (other than a liquidation or dissolution of such Guarantor into the Company or another Guarantor)proceedings, all Guarantor Senior Debt Indebtedness of such Guarantor the Borrower (including any interest accruing subsequent to an event specified in subsection 7.6 7.1J or 7.7 of the Credit Agreement 7.1K whether or not such interest is an allowed claim enforceable against such Guarantorthe Borrower) shall first be paid in full in cash or Cash Equivalents, before the Agent or the Lenders shall be entitled to receive any payment with respect to by the Borrower of any Guaranteed Obligations of such Guarantor and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor the Borrower of any kind or character, whether in cash, property or securities, to which the Lenders would be entitled except for the provisions of this Section 3 8 shall be made by such Guarantor the Borrower or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Debt Indebtedness of such Guarantor the Borrower or their representatives to the extent necessary to pay all of the Guarantor Senior Debt Indebtedness of such Guarantor the Borrower to the holders of such Guarantor Senior DebtIndebtedness of the Borrower.

Priority and Payment Over of Proceeds in Certain Events. (a) Subordination of Guaranteed Obligations on Dissolution, Liquidation or Reorganization of Such Guarantorthe Borrower. Upon any payment or distribution of assets or securities of any Guarantor the Borrower of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of such Guarantorthe Borrower, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (other than a liquidation or dissolution of such Guarantor into the Company or another Guarantor)proceedings, all Guarantor Senior Debt Indebtedness of such Guarantor the Borrower (including any interest accruing subsequent to an event specified in subsection Section 7.6 or 7.7 of the Credit Agreement whether or not such interest is an allowed claim enforceable against such Guarantorthe Borrower) shall first be paid in full in cash or Cash Equivalents, before the Lenders shall be entitled to receive any payment with by the Borrower in respect to of any Guaranteed Obligations of such Guarantor and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor the Borrower of any kind or character, whether in cash, property or securities, to which the Lenders would be entitled except for the provisions of this Section 3 8 shall be made by such Guarantor the Borrower or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Debt Indebtedness of such Guarantor the Borrower or their representatives to the extent necessary to pay all of the Guarantor Senior Debt Indebtedness of such Guarantor the Borrower to the holders of such Guarantor Senior DebtIndebtedness of the Borrower.

Priority and Payment Over of Proceeds in Certain Events. (a) Subordination of Guaranteed Guarantee Obligations on Dissolution, Liquidation or Reorganization of Such Subsidiary Guarantor. Upon any payment or distribution of assets or securities of any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of such Subsidiary Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (other than a liquidation or dissolution of such Subsidiary Guarantor into the Company or another Subsidiary Guarantor), all Subsidiary Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor (including any interest accruing subsequent to an event specified in subsection Section 7.6 or 7.7 of the Credit Agreement whether or not such interest is an allowed claim enforceable against such Subsidiary Guarantor) shall first be paid in full in cash or Cash Equivalents, before the Lenders shall be entitled to receive any payment with respect to any Guaranteed Guarantee Obligations of such Subsidiary Guarantor and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of such Subsidiary Guarantor of any kind or character, whether in cash, property or securities, to which the Lenders would be entitled except for the provisions of this Section 3 11 shall be made by such Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Debt of such Guarantor or their representatives to the extent necessary to pay all of the Guarantor Senior Debt of such Guarantor to the holders of such Guarantor Senior Debt.,