Common use of Payment Over of Proceeds Clause in Contracts

Payment Over of Proceeds. Upon any payment by the Partnership, or distribution of assets of the Partnership of any kind or character, whether in cash, property, or securities, to creditors upon any 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, any payment by the Partnership, or distribution of assets of the Partnership of any kind or character, whether in cash, property, or securities, to which the Holders would be entitled, except for the provisions of this Section, shall be paid by the Partnership or by any receiver, trustee in bankruptcy, liquidating trustee, agent, or other person making such payment or distribution, or by the Holders under this Agreement if received by them directly, 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 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. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the 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 Section, the words "cash, property, or securities" shall not be deemed to include partnership interests of the Partnership as reorganized or readjusted, or securities of the Partnership or any 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 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 entity, 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.

Payment Over of Proceeds. Upon any payment by the PartnershipCompany, or distribution of assets of the Partnership Company of any kind or character, whether in cash, property, or securities, to creditors upon any dissolution, winding-up, liquidation, or reorganization of the PartnershipCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership, or other proceedings, all amounts then outstanding, whether due or not then due, to become due upon all Senior Indebtedness shall first be paid in full, or payment thereof provided for in money in accordance with its termsterms (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 PartnershipCompany, or distribution of assets of the Partnership 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 Sectionsection, shall (except as aforesaid) be paid by the Partnership 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 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 HoldersHolders of the Debentures. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Partnership Company 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 partnership interests shares of stock of the Partnership Company as reorganized or readjusted, or securities of the Partnership Company or any entity 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 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 entitycorporation, 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 Partnershipdistribution 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 Partnership 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 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 reorganizationsimilar proceeding, any payment by the Partnership, or distribution of assets Proceeds of the Partnership of any kind or character, whether in cash, property, or securities, Collateral to which the Holders of the Securities or the Trustee under this Indenture would be entitled, entitled except for the provisions of this SectionArticle 13, shall be paid by the Partnership 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 or by the 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 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 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. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the 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 issuedRepresentative, as their respective interests may appear, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay until 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 Section, the words "cash, property, or securities" shall not be deemed to include partnership interests of the Partnership as reorganized or readjusted, or securities of the Partnership or any 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 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 entity, 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 readjustmentDebt has been Fully Satisfied.

Payment Over of Proceeds. (a) Upon any payment by the Partnershipdistribution 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 Partnership 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 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 reorganizationsimilar proceeding, any payment by the Partnership, or distribution of assets Proceeds of the Partnership of any kind or character, whether in cash, property, or securities, Collateral to which the Holders of the Securities or the Trustee under this Indenture would be entitled, entitled except for the provisions of this SectionArticle 13, shall be paid by the Partnership 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 or by the 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 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 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. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the 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 issuedRepresentative, as their respective interests may appear, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay until 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 Section, the words "cash, property, or securities" shall not be deemed to include partnership interests of the Partnership as reorganized or readjusted, or securities of the Partnership or any 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 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 entity, 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 readjustmentDebt has been Fully Satisfied.

Payment Over of Proceeds. (a) Upon any payment by the Partnershipdistribution 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 Partnership 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 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 reorganizationsimilar proceeding, any payment by the Partnership, or distribution of assets Proceeds of the Partnership of any kind or character, whether in cash, property, or securities, Collateral to which the Holders of the Securities or the Trustee under this Indenture would be entitled, entitled except for the provisions of this SectionArticle 13, shall be paid by the Partnership 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 or by the 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 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 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. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the 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 issuedRepresentative, as their respective interests may appear, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay until 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 Section, the words "cash, property, or securities" shall not be deemed to include partnership interests of the Partnership as reorganized or readjusted, or securities of the Partnership or any 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 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 entity, 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 readjustmentDebt has been Fully Satisfied.