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

Priority and Payment Over of Proceeds. in Certain Events ---------------------------- (a) Subordination of 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 or another Guarantor), all Guarantor Senior Indebtedness of such Guarantor (including any interest accruing subsequent to an event specified in Section 7.6 or 7.7 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 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 11 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 Indebtedness of such Guarantor or their representatives to the extent necessary to pay all of the Guarantor Senior Indebtedness of such Guarantor to the holders of such Guarantor Senior Indebtedness.

Priority and Payment Over of Proceeds. in Certain Events ----------------------------------------------------------------------------------- (a) Subordination of 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 Indebtedness of such Guarantor (including including. any interest accruing subsequent to an event specified in Section 7.6 or 7.7 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 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 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 Indebtedness of such Guarantor or their representatives to the extent necessary to pay all of the Guarantor Senior Indebtedness of such Guarantor to the holders of such Guarantor Senior Indebtedness.

Priority and Payment Over of Proceeds. in Certain Events ----------------------------------------------------------------------------------- (a) Subordination of Guarantee Obligations on Dissolution, ----------------------------------------------------- Liquidation or Reorganization of Such Guarantorthe ------------------------------------------------------------------ Borrowers. Upon any payment or ----------------------------------------------- distribution of assets or securities of any Guarantor either --------- of the Borrowers 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 Guarantoreither of the Borrowers, 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 Indebtedness of such Guarantor the Borrowers (including any interest accruing subsequent to an event specified in Section 7.6 or 7.7 whether or not such interest is an allowed claim enforceable against such Guarantorthe Borrowers) shall first be paid in full in cash or Cash Equivalents, before the Lenders shall be entitled to receive any payment with by the Borrowers in respect to of any 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 either of the Borrowers 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 11 8 shall be made by such Guarantor the Borrowers 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 Indebtedness of such Guarantor the Borrowers or their representatives to the extent necessary to pay all of the Guarantor Senior Indebtedness of such Guarantor the Borrowers to the holders of such Guarantor Senior IndebtednessIndebtedness of the Borrowers.

Priority and Payment Over of Proceeds. in Certain Events ----------------------------------------------------------------------------------- (a) Subordination of Guarantee 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 Indebtedness of such Guarantor the Borrower (including any interest accruing subsequent to an event specified in Section 7.6 or 7.7 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 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 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 11 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 Indebtedness of such Guarantor the Borrower or their representatives to the extent necessary to pay all of the Guarantor Senior Indebtedness of such Guarantor the Borrower to the holders of such Guarantor Senior IndebtednessIndebtedness of the Borrower.

Priority and Payment Over of Proceeds. in Certain Events ----------------------------Events. ----------------- (a) Subordination of Guarantee Obligations on Dissolution, ----------------------------------------------------- Liquidation or Reorganization of Such Guarantor-------------------------------------------------------------- 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 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 Indebtedness of such Guarantor the Borrower (including any interest accruing subsequent to an event specified in Section SECTION 7.6 or 7.7 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 or distribution by the Borrower in respect to of any 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 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 11 SECTION 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 Indebtedness of such Guarantor the Borrower or their representatives to the extent necessary to pay all of the Guarantor Senior Indebtedness of such Guarantor the Borrower in full and in Cash or Cash Equivalents to the holders of such Guarantor Senior IndebtednessIndebtedness of the Borrower.

Priority and Payment Over of Proceeds. in Certain Events ----------------------------------------------------------------- (a) Subordination of Guarantee Obligations on Dissolution, ----------------------------------------------------- Liquidation or -------------------------------------------- Reorganization of Such Guarantorthe Company. Upon any payment or ----------------------------------------------- distribution of assets or ----------------------------- securities of any Guarantor the Company 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, 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 Indebtedness of such Guarantor the Company (including any interest accruing subsequent to an event specified in Section 7.6 or 7.7 whether or not such interest is an allowed claim enforceable against such Guarantorthe Company) shall first be paid in full in cash or Cash Equivalents, before the Lenders shall be entitled to receive any payment with by the Company in respect to of any 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 the Company 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 11 8 shall be made by such Guarantor the Company 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 Indebtedness of such Guarantor the Company or their representatives to the extent necessary to pay all of the Guarantor Senior Indebtedness of such Guarantor the Company to the holders of such Guarantor Senior IndebtednessIndebtedness of the Company.