Common use of Order of Payment Clause in Contracts

Order of Payment. Upon any distribution of the assets of the Guarantor on any dissolution, winding up, liquidation or reorganization of the Guarantor (whether in bankruptcy, insolvency or receivership proceedings, or upon an "assignment for the benefit of creditors" or any other marshalling of the assets and liabilities of the Guarantor, or otherwise): (a) all Senior Guarantor Obligations shall first be paid in full, or provision made for such payment, before any payment is made on account of the Class A Preferred LP Unit Obligations; (b) the claim of the Holders will rank pari passu with the claims of all holders of the Pari Passu Guarantor Obligations and each such Person will be entitled to receive its pro rata share of the remaining assets of the Guarantor based on the amount of its Class A Preferred LP Unit Obligations or Pari Passu Guarantor Obligations, as applicable; and (c) any payment or distribution of assets of the Guarantor, whether in cash, property or securities, to which the Holders or the Security Trustee on behalf of such Holders would be entitled except for the provisions of this Article 3, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Senior Guarantor Obligations or Pari Passu Guarantor Obligations, as applicable, to the extent that they are entitled thereto pursuant to this Article 3, or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Guarantor Obligations or Pari Passu Guarantor Obligations may have been issued, to the extent necessary to pay all such Senior Guarantor Obligations or Pari Passu Guarantor Obligations.

Order of Payment. Upon any distribution The Company further agrees, in furtherance of the assets foregoing and not in limitation of any other right which any Bank, any Agent or any other Person may have at law or in equity against the Company by virtue of this Section 9.05, upon the failure of any Subsidiary Borrower to pay any of the Guarantor on any dissolutionGuaranteed Obligations when and as the same shall become due, winding upwhether by required prepayment, liquidation acceleration or reorganization otherwise (including amounts which would become due but for the operation of the Guarantor (whether in bankruptcyautomatic stay under Section 362(a) of the Bankruptcy Code, insolvency or receivership proceedings11 U.S.C. §362(a)), the Company will forthwith pay, or upon an "assignment cause to be paid, in cash, to the Administrative Agent for the ratable benefit of the Banks or for the benefit of creditors" or any other marshalling Agent, as the case may be, an amount equal to the sum of the assets unpaid principal amount of such Guaranteed Obligations then due as aforesaid, accrued and liabilities unpaid interest on such Guaranteed Obligations (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to any Subsidiary Borrower, would have accrued on such Guaranteed Obligations) and all other Guaranteed Obligations then owed to the Banks and such Agent as aforesaid. All such payments shall be applied promptly, from time to time, by the Administrative Agent: First, to the payment of the Guarantorcosts and expenses of any collection, or otherwise): (a) other realization under this Section 9.05, including reasonable compensation to the Agents and their respective agents and counsel, and all Senior Guarantor expenses, liabilities and advances made or incurred by the Agents in connection therewith; Second, to the payment of accrued but unpaid interest on the Loans comprising the Guaranteed Obligations; Third, to the payment of the Guaranteed Obligations shall first be not paid pursuant to clause Second above; Fourth, after payment in fullfull of all Guaranteed Obligations, to the Company or its successors or assigns, or provision made for such payment, before any payment is made on account of the Class A Preferred LP Unit Obligations; (b) the claim of the Holders will rank pari passu with the claims of all holders of the Pari Passu Guarantor Obligations and each such Person will to whomsoever may be lawfully entitled to receive its pro rata share the same or as a court of the competent jurisdiction may direct, of any surplus then remaining assets of the Guarantor based on the amount of its Class A Preferred LP Unit Obligations or Pari Passu Guarantor Obligations, as applicable; and (c) any payment or distribution of assets of the Guarantor, whether in cash, property or securities, to which the Holders or the Security Trustee on behalf of from such Holders would be entitled except for the provisions of this Article 3, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Senior Guarantor Obligations or Pari Passu Guarantor Obligations, as applicable, to the extent that they are entitled thereto pursuant to this Article 3, or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Guarantor Obligations or Pari Passu Guarantor Obligations may have been issued, to the extent necessary to pay all such Senior Guarantor Obligations or Pari Passu Guarantor Obligationspayments.

Order of Payment. Upon any distribution of the assets of the Guarantor on upon any dissolution, winding winding-up, liquidation or reorganization of the Guarantor (Guarantor, whether in bankruptcy, insolvency insolvency, reorganization or receivership proceedings, proceedings or upon an "assignment for the benefit of creditors" creditors or any other marshalling of the assets and liabilities of the Guarantor, Guarantor or otherwise):: (a) all Senior Guarantor Obligations Indebtedness shall be first be paid in full, or provision made for such payment, before any payment is made on account of the Class A Preferred LP Unit Guaranteed Obligations; (b) the claim Guaranteed Obligations shall be paid in full, or provision made for such payment, before any payment is made by the Guarantor on (i) common shares or any other equity securities, rights or interests in the capital of the Holders will rank pari passu Guarantor, and (ii) any guarantees now existing or hereafter entered into by the Guarantor with the claims respect to any equity securities, notes, bonds, debentures, agreements in respect of all holders borrowed money and/or any other debt securities or instruments other than, in each case, Senior Indebtedness, of any Subsidiaries or Affiliates of the Pari Passu Guarantor; provided that, upon the demand by any Investor hereunder for the Guarantor to pay the Guaranteed Obligations and due to such Investor, the Guarantor shall concurrently pay all Investors the Guaranteed Obligations owed to each such Person will be entitled to receive its pro rata share of Investor; provided, further, that in the remaining event the assets of the Guarantor based on available to pay the Guaranteed Obligations to all Investors at such time shall be insufficient to pay in full all amounts with respect to the Guaranteed Obligations to which all Investors are entitled pursuant to this Guarantee, the amounts paid to the Investors in respect of the Guaranteed Obligations shall be made, equally and ratably, in proportion to the amount of its Class A Preferred LP Unit the Guaranteed Obligations or Pari Passu Guarantor Obligationsowed to all other Investors, as applicable; andand any unpaid amounts shall be subject to Section 2.5; (c) any payment or distribution of assets of the GuarantorGuarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Security Trustee on behalf of such Holders Investors would be entitled except for the provisions of this Article 3, 3 shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or agent or other liquidating agent 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 Guarantor Obligations Indebtedness or Pari Passu Guarantor Obligations, as applicable, to the extent that they are entitled thereto pursuant to this Article 3, or to their representative or representatives, representatives or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Guarantor Obligations or Pari Passu Guarantor Obligations Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness in respect thereof; and (d) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor Obligations of any kind or Pari Passu Guarantor Obligationscharacter, whether in cash, property or securities, shall be received by one or more Investors before all Senior Indebtedness is paid in full contrary to the terms hereof, such payment or distribution shall be paid over to the holders of such Senior Indebtedness in accordance with the terms hereof, or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness in respect thereof.

Order of Payment. Upon any distribution of the assets of the Guarantor on any dissolution, winding up, liquidation or reorganization of the Guarantor (whether in bankruptcy, insolvency or receivership proceedings, or upon an "“assignment for the benefit of creditors" ” or any other marshalling of the assets and liabilities of the Guarantor, or otherwise): (a) all Senior Guarantor Obligations Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of the Class A Preferred LP Unit Guaranteed Obligations; (b) the claim of the Holders will rank all Guaranteed Obligations shall be paid on a pari passu with the claims of all holders of the Pari Passu Guarantor Obligations and each such Person will be entitled to receive its pro rata share of the remaining assets of the basis with all Guarantor based on the amount of its Class A Preferred LP Unit Obligations or Pari Passu Guarantor Obligations, as applicable; and (c) any payment or distribution of assets of the Guarantor, whether in cash, property or securities, to which the Holders or the Security Trustee on behalf of such Holders Investor would be entitled except for the provisions of this Article 3, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Senior Indebtedness or Guarantor Preferred Unit Obligations or Pari Passu Guarantor Obligations, (as applicable, to the extent that they are entitled thereto pursuant to this Article 3, ) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness or Guarantor Obligations or Pari Passu Guarantor Preferred Unit Obligations may have been issued, to the extent necessary necessary, in the case of Indebtedness, to pay all Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Guarantor Obligations or Pari Passu Guarantor ObligationsIndebtedness.

Order of Payment. Upon any distribution of the assets of the Guarantor on any dissolution, winding up, liquidation When Administrative Agent collects or reorganization of the Guarantor (whether in bankruptcy, insolvency or receivership proceedings, or upon an "assignment for the benefit of creditors" or any other marshalling of the assets and liabilities of the Guarantor, or otherwise): (a) all Senior Guarantor Obligations shall first be paid in full, or provision made for such payment, before any payment is made receives money on account of the Class A Preferred LP Unit Obligations, Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows: (i) first, for the payment of all Obligations which are then due, subject, with respect to money received pursuant to the exercise of remedies under the Security Documents, to Section 8.3 (and if such money is insufficient to pay all such Obligations, first to any reimbursements due Administrative Agent under Section 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (bii) then for the claim prepayment of amounts owing under the Holders will rank pari passu with the claims of all holders of the Pari Passu Guarantor Obligations and each such Person will be entitled to receive its pro rata share of the remaining assets of the Guarantor based Loan Documents (other than principal on the amount Notes) if so specified by Borrower; (iii) then for the prepayment of its Class A Preferred LP Unit principal on the Notes, together with accrued and unpaid interest on the principal so prepaid, or held by LC Issuer and applied to LC Obligations or Pari Passu Guarantor Obligations, as applicablethey mature; and (civ) any last, for the payment or distribution prepayment of assets of the Guarantor, whether in cash, property any other Obligations. All payments applied to principal or securities, to which the Holders or the Security Trustee interest on behalf of such Holders would be entitled except for the provisions of this Article 3, any Note shall be paid or delivered by the trustee applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Senior Guarantor Obligations or Pari Passu Guarantor Obligationscompliance with Sections 2.7 and 2.8, as applicable. All distributions of amounts described in any of subsections (ii), (iii), or (iv) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.10(c) or to Administrative Agent under Section 9.9, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent that they are entitled thereto pursuant to this Article 3, or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Guarantor Obligations or Pari Passu Guarantor Obligations may have been issuedunpaid payments, and Administrative Agent shall apply such amounts to the extent necessary make such unpaid payments rather than distribute such amounts to pay all such Senior Guarantor Obligations or Pari Passu Guarantor ObligationsLender.