Common use of Payment Over upon Dissolution Clause in Contracts

Payment Over upon Dissolution. Upon any payment or distribution of assets or securities of the [Credit Party] of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding-up or total liquidation or reorganization of the [Credit Party], whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the holders of the Subordinated Debt Instruments [or the Subordinated Debt Trustee on behalf of such holders] shall be entitled to receive any payment by the [Credit Party] of the principal of or interest on the Subordinated Debt Instruments, or any payment by the [Credit Party] to acquire any of the Subordinated Debt Instruments for cash, property or securities, or any distribution with respect to the Subordinated Debt Instruments of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, the [Credit Party] of the principal of or interest on the Subordinated Debt Instruments upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the [Credit Party] of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the holders of the Subordinated Debt Instruments [or the Subordinated Debt Trustee on their behalf] ------------- /2/ Bracketed clause for insertion in deals with a Subordinated Debt Trustee. Affiliate Subordination Provisions would be entitled, but for the subordination provisions of this [Subordinated Debt Agreement], shall be made by the [Credit Party] or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or [Subordinated Debt Agreement] pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness.

Payment Over upon Dissolution. Upon any payment or distribution of assets or securities of the [Credit Party] of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding-up or total liquidation or reorganization of the [Credit Party], whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the holders of the Subordinated Debt Instruments [or the Subordinated Debt Trustee on behalf of such holders] shall be entitled to receive any payment by the [Credit Party] of the principal of or interest on the Subordinated Debt Instruments, or any payment by the [Credit Party] to acquire any of the Subordinated Debt Instruments for cash, property or securities, or any distribution with respect to the Subordinated Debt Instruments of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, the [Credit Party] of the principal of or interest on the Subordinated Debt Instruments upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the [Credit Party] of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the holders of the Subordinated Debt Instruments [or the Subordinated Debt Trustee on their behalf] ------------- /2/ Bracketed clause for insertion in deals with a Subordinated Debt Trustee. Affiliate Subordination Provisions would be entitled, but for the subordination provisions of this [Subordinated Debt Agreement], shall be made by the [Credit Party] or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or [Subordinated Debt Agreement] pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness.Non-Affiliate Subordination Provisions --------------------------------------

Payment Over upon Dissolution. Upon any payment or distribution of assets or securities of the [Credit Party] of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding-up or total liquidation or reorganization of the [Credit Party], whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the holders of the Subordinated Debt Instruments [or the Subordinated Debt Trustee on behalf of such holders] shall be entitled to receive any payment by the [Credit Party] of the principal of or interest on the Subordinated Debt Instruments, or any payment by the [Credit Party] to acquire any of the Subordinated Debt Instruments for cash, property or securities, or any distribution with respect to the Subordinated Debt Instruments of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, the [Credit Party] of the principal of or interest on the Subordinated Debt Instruments upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the [Credit Party] of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the holders of the Subordinated Debt Instruments [or the Subordinated Debt Trustee on their behalf] ------------- /2/ Bracketed clause for insertion in deals with a Subordinated Debt Trustee. Affiliate Subordination Provisions would be entitled, but for the subordination provisions of this [Subordinated Debt Agreement], Non-Affiliate Subordination Provision shall be made by the [Credit Party] or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or [Subordinated Debt Agreement] pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness.

Payment Over upon Dissolution. Upon any payment or distribution of assets or securities of the [Credit Party] of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding-up or total liquidation or reorganization of the [Credit Party], whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the holders of the Subordinated Debt Instruments [or the Subordinated Debt Trustee on behalf of such holders] shall be entitled to receive any payment by the [Credit Party] of the principal of or interest on the Subordinated Debt Instruments, or any payment by the [Credit Party] to acquire any of the Subordinated Debt Instruments for cash, property or securities, or any distribution with respect to the Subordinated Debt Instruments of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, the [Credit Party] of the principal of or interest on the Subordinated Debt Instruments upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the [Credit Party] of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the holders of the Subordinated Debt Instruments [or the Subordinated Debt Trustee on their behalf] ------------- /2/ Bracketed clause for insertion in deals with a Subordinated Debt Trustee. Affiliate Subordination Provisions would be entitled, but for the subordination provisions of this [Subordinated Debt Agreement], 1 Bracketed clause for insertion in deals with a Subordinated Debt Trustee. Non-Affiliate Subordination Provisions shall be made by the [Credit Party] or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or [Subordinated Debt Agreement] pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness.