Common use of Payment Over of Proceeds Clause in Contracts

Payment Over of Proceeds. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property, or securities, to creditors upon any dissolution, winding-up, liquidation, or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership, or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be 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 payment is made on account of the principal of or interest on the Debentures, and upon any such dissolution, winding up, liquidation, or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property, or securities, to which the Holders of the Debentures would be entitled, except for the provisions of this section, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent, or other person making such payment or distribution, or by the Holders of the Debentures under this Agreement if received by them directly, to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative 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 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 Indebtedness, before any payment or distribution is made to the Holders of the Debentures. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property, or securities, prohibited by the foregoing, shall be received by the For purposes of this section, the words "cash, property, or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this section with respect to the Debentures to the payment of all Senior 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 Indebtedness (other 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 Company with, or the merger of the Company into, another corporation or the liquidation, or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Section 10 hereof shall not be deemed a dissolution, winding-up, liquidation, or reorganization for the purposes of this section if such other corporation shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the conditions stated in Section 10 hereof.

Payment Over of Proceeds. (a) Upon any payment by the Companydistribution of Proceeds of Collateral to creditors upon any foreclosure or other enforcement of liens, or distribution upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company Issuer or the Guarantor Subsidiary or in a Bankruptcy Proceeding relating to the Issuer or 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 kind or character, whether in cash, propertyObligations on the Securities, or securitiesfor the acquisition of any of the Securities for cash or property or otherwise. Upon any such foreclosure, to creditors upon any enforcement, dissolution, winding-up, liquidation, reorganization, receivership or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership, or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be 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 payment is made on account of the principal of or interest on the Debentures, and upon any such dissolution, winding up, liquidation, or reorganizationsimilar proceeding, any payment by the Company, or distribution of assets Proceeds of the Company of any kind or character, whether in cash, property, or securities, Collateral to which the Holders of the Debentures Securities or the Trustee under this Indenture would be entitled, entitled except for the provisions of this sectionArticle 13, shall (except as aforesaid) be paid by the Company Issuer or the Guarantor Subsidiary or by any receiver, trustee in bankruptcy, liquidating trustee, agent, agent or other person Person making such payment or distribution, or by the Holders of or by the Debentures Trustee under this Agreement Indenture if received by them directlythem, directly to the holders of Senior Indebtedness Debt secured by such Collateral (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt that is so secured held by such holders) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentative, as their respective interests may appear appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been Fully Satisfied. (b) To the extent necessary 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 pay all Senior Indebtedness in fullbe fraudulent or preferential, in money set aside or money's worth, after giving effect required to be paid to any concurrent 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 distribution paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to or for the holders of Senior Indebtedness, before any be satisfied shall be deemed to be reinstated and outstanding as if such payment or distribution is made to the Holders of the Debentures. had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets Proceeds of the Company of any kind or character, whether in cash, property, or securities, prohibited by the foregoing, 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 For purposes of this sectionbenefit of, and shall be paid over or delivered to, the words "cash, property, or securities" shall not be deemed holders of Senior Debt secured by such Collateral (pro rata to include shares of stock such holders on the basis of the Company respective amount of Senior Debt that is so secured held by such holders) or their Representative, as reorganized or readjustedtheir respective interests may appear, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this section with respect to the Debentures application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness which may at the time be outstanding; provided that Debt has been Fully Satisfied. (id) 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 Indebtedness (other 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 Company Issuer with, or the merger of the Company Issuer with or into, another corporation or the liquidation, liquidation or dissolution of the Company Issuer following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation Person upon the terms and conditions provided for in Section 10 hereof 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, liquidation or reorganization for the purposes of this section Article if such other corporation Person shall, as a part of such consolidation, merger, conveyance, conveyance or transfer, comply assume the Issuer's obligations hereunder in accordance with the conditions stated in Section 10 terms hereof.

Payment Over of Proceeds. Upon any payment by the CompanyPartnership, or distribution of assets of the Company Partnership of any kind or character, whether in cash, property, or securities, to creditors upon any dissolution, winding-up, liquidation, or reorganization of the CompanyPartnership, whether voluntary or involuntary or in bankruptcy, insolvency, receivership, or other proceedings, all amounts due then outstanding, whether or to become due 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 (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)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, any payment by the CompanyPartnership, or distribution of assets of the Company Partnership of any kind or character, whether in cash, property, or securities, to which the Holders of the Debentures would be entitled, except for the provisions of this sectionSection, shall (except as aforesaid) be paid by the Company Partnership or by any receiver, trustee in bankruptcy, liquidating trustee, agent, or other person making such payment or distribution, or by the Holders of the Debentures under this Agreement if received by them directly, to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative 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 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 of Senior Indebtedness, before any payment or distribution is made to the Holders of the DebenturesHolders. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company 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 Indebtedness or their representative 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 Indebtedness remaining unpaid 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 Indebtedness. For purposes of this sectionSection, the words "cash, property, or securities" shall not be deemed to include shares of stock partnership interests of the Company Partnership as reorganized or readjusted, or securities of the Company Partnership or any other corporation entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this section Section with respect to the Debentures to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporationentity, if any, resulting from such reorganization or readjustment; and (ii) the rights of the holders of the Senior Indebtedness (other 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 Company with, or the merger of the Company into, another corporation or the liquidation, or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Section 10 hereof shall not be deemed a dissolution, winding-up, liquidation, or reorganization for the purposes of this section if such other corporation shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the conditions stated in Section 10 hereof.

Payment Over of Proceeds. (a) Upon any payment by the Companydistribution of Proceeds of Collateral to creditors upon any foreclosure or other enforcement of liens, or distribution upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company Issuer or any of the Guarantor Subsidiaries or in a Bankruptcy Proceeding relating to the Issuer or any 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 kind or character, whether in cash, propertyObligations on the Securities, or securitiesfor the acquisition of any of the Securities for cash or property or otherwise. Upon any such foreclosure, to creditors upon any enforcement, dissolution, winding-up, liquidation, reorganization, receivership or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership, or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be 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 payment is made on account of the principal of or interest on the Debentures, and upon any such dissolution, winding up, liquidation, or reorganizationsimilar proceeding, any payment by the Company, or distribution of assets Proceeds of the Company of any kind or character, whether in cash, property, or securities, Collateral to which the Holders of the Debentures Securities or the Trustee under this Indenture would be entitled, entitled except for the provisions of this sectionArticle 13, shall (except as aforesaid) be paid by the Company Issuer or any Guarantor Subsidiary or by any receiver, trustee in bankruptcy, liquidating trustee, agent, agent or other person Person making such payment or distribution, or by the Holders of or by the Debentures Trustee under this Agreement Indenture if received by them directlythem, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentative, as their respective interests may appear appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been Fully Satisfied. (b) To the extent necessary 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 pay all Senior Indebtedness in fullbe fraudulent or preferential, in money set aside or money's worth, after giving effect required to be paid to any concurrent 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 distribution paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to or for the holders of Senior Indebtedness, before any be satisfied shall be deemed to be reinstated and outstanding as if such payment or distribution is made to the Holders of the Debentures. had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets Proceeds of the Company of any kind or character, whether in cash, property, or securities, prohibited by the foregoing, 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 For purposes of this sectionbenefit of, and shall be paid over or delivered to, the words "cash, property, or securities" shall not be deemed holders of Senior Debt (pro rata to include shares of stock such holders on the basis of the Company respective amount of Senior Debt held by such holders) or their Representative, as reorganized or readjustedtheir respective interests may appear, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this section with respect to the Debentures application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness which may at the time be outstanding; provided that Debt has been Fully Satisfied. (id) 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 Indebtedness (other 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 Company Issuer with, or the merger of the Company Issuer with or into, another corporation or the liquidation, liquidation or dissolution of the Company Issuer following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation Person upon the terms and conditions provided for in Section 10 hereof 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, liquidation or reorganization for the purposes of this section Article if such other corporation Person shall, as a part of such consolidation, merger, conveyance, conveyance or transfer, comply assume the Issuer's obligations hereunder in accordance with the conditions stated in Section 10 terms hereof.

Payment Over of Proceeds. (a) Upon any payment by the Companydistribution of Proceeds of Collateral to creditors upon any foreclosure or other enforcement of liens, or distribution upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company 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 kind or character, whether in cash, propertyObligations on the Securities, or securitiesfor the acquisition of any of the Securities for cash or property or otherwise. Upon any such foreclosure, to creditors upon any enforcement, dissolution, winding-up, liquidation, reorganization, receivership or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership, or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be 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 payment is made on account of the principal of or interest on the Debentures, and upon any such dissolution, winding up, liquidation, or reorganizationsimilar proceeding, any payment by the Company, or distribution of assets Proceeds of the Company of any kind or character, whether in cash, property, or securities, Collateral to which the Holders of the Debentures Securities or the Trustee under this Indenture would be entitled, entitled except for the provisions of this sectionArticle 13, shall (except as aforesaid) be paid by the Company Issuer or any Guarantor Subsidiary or by any receiver, trustee in bankruptcy, liquidating trustee, agent, agent or other person Person making such payment or distribution, or by the Holders of or by the Debentures Trustee under this Agreement Indenture if received by them directlythem, directly to the holders of Senior Indebtedness Debt secured by such Collateral (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt that is so secured held by such holders) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issuedRepresentative, as their respective interests may appear appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been Fully Satisfied. (b) To the extent necessary 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 pay all Senior Indebtedness in fullbe fraudulent or preferential, in money set aside or money's worth, after giving effect required to be paid to any concurrent 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 distribution paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to or for the holders of Senior Indebtedness, before any be satisfied shall be deemed to be reinstated and outstanding as if such payment or distribution is made to the Holders of the Debentures. had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets Proceeds of the Company of any kind or character, whether in cash, property, or securities, prohibited by the foregoing, 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 For purposes of this sectionbenefit of, and shall be paid over or delivered to, the words "cash, property, or securities" shall not be deemed holders of Senior Debt secured by such Collateral (pro rata to include shares of stock such holders on the basis of the Company respective amount of Senior Debt that is so secured held by such holders) or their Representative, as reorganized or readjustedtheir respective interests may appear, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this section with respect to the Debentures application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness which may at the time be outstanding; provided that Debt has been Fully Satisfied. (id) 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 Indebtedness (other 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 Company Issuer with, or the merger of the Company Issuer with or into, another corporation or the liquidation, liquidation or dissolution of the Company Issuer following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation Person upon the terms and conditions provided for in Section 10 hereof 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, liquidation or reorganization for the purposes of this section Article if such other corporation Person shall, as a part of such consolidation, merger, conveyance, conveyance or transfer, comply assume the Issuer's obligations hereunder in accordance with the conditions stated in Section 10 terms hereof.