Common use of Payment Over Clause in Contracts

Payment Over. Upon any payment or distribution of assets or ------------ securities of any Guarantor 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 liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Guarantor Senior Indebtedness of such Guarantor shall first be paid in full before the Lenders or the Arranger on behalf of such Lenders shall be entitled to receive any payment by such Guarantor of the principal of or interest on the Loans or Notes pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Loans or Notes for cash, property or securities, or any distribution with respect to the Loans or Notes of any cash, property or Loans or Notes (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of or interest on the Loans and Notes 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 (excluding any payment or distribution of Permitted Junior Securities), to which the Lenders or the Arranger on their behalf would be entitled, but for the subordination provisions of this Agreement, 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 Lenders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to such Lenders on the -------- basis of the respective amounts of such Guarantor Senior Indebtedness held by such Lenders) or their representatives or to the trustee or agent or agents under any agreement pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the Lenders of such Guarantor Senior Indebtedness.

Payment Over. Upon any payment or distribution of assets or ------------ securities of any Guarantor Borrower 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 liquidation or reorganization of such GuarantorBorrower, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Guarantor Senior Indebtedness of such Guarantor shall first be paid in full in cash before the Lenders or the Arranger on behalf of such Lenders shall be entitled to receive any payment by such Guarantor Borrower of the principal of or interest on the Loans or Notes pursuant to such Guarantor's GuaranteeNotes, or any payment by Borrower to acquire any of the Loans or Notes for cash, property or securities, or any distribution with respect to the Loans or Notes of any cash, property or Loans or Notes securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor Borrower of the principal of or interest on the Loans and or Notes upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor Borrower of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Lenders or the Arranger on their behalf would be entitled, but for the subordination provisions of this Agreement, shall be made by such Guarantor Borrower or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other Person making such payment or distribution, directly to the Lenders holders of the Guarantor Senior Indebtedness of such Guarantor (pro --- rata to such Lenders holders on the -------- basis of the respective amounts of such Guarantor Senior ---- Indebtedness held by such Lendersholders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the Lenders holders of such Guarantor Senior Indebtedness.

Payment Over. Upon any payment or distribution of assets or ------------ securities of any Guarantor 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 liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Guarantor Senior Indebtedness of such Guarantor shall first be paid in full before the Lenders or the Arranger on behalf of such Lenders shall be entitled to receive any payment by such Guarantor of the principal of or interest on the Loans or Notes pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Loans or Notes for cash, property or securities, or any distribution with respect to the Loans or Notes of any cash, property or Loans or Notes (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of or interest on the Loans and Notes 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 (excluding any payment or distribution of Permitted Junior Securities), to which the Lenders or the Arranger An-anger on their behalf would be entitled, but for the subordination provisions of this Agreement, 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 Lenders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to such Lenders on the -------- basis of --- ---- the respective amounts of such Guarantor Senior Indebtedness held by such Lenders) or their representatives or to the trustee or agent or agents under any agreement pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the Lenders of such Guarantor Senior Indebtedness.

Payment Over. Upon any payment or distribution of assets or ------------ securities of any Guarantor the Loan Parties of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior SecuritiesDebt), upon any dissolution or winding-up or liquidation or reorganization of such Guarantorthe Loan Parties, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Guarantor Senior Indebtedness of such Guarantor shall first be paid in full in cash before the Lenders or the Arranger Administrative Agent on behalf of such Lenders shall be entitled to receive any payment by such Guarantor the Loan Parties of the principal of or interest on the Loans or Notes pursuant to such Guarantor's GuaranteeObligations, or any payment by the Loan Parties to acquire any of the Loans or Notes Obligations for cash, property or securities, or any distribution with respect to the Loans or Notes Obligations of any cash, property or Loans or Notes securities (excluding any payment or distribution of Permitted Junior SecuritiesDebt). Before any payment may be made by, or on behalf of, any Guarantor the Loan Parties of the principal of or interest on the Loans and Notes Obligations upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor the Loan Parties of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior SecuritiesDebt), to which the Lenders or the Arranger Administrative Agent on their behalf would be entitled, but for the subordination provisions of this Agreement, shall be made by such Guarantor the Loan Parties or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other Person making such payment or distribution, directly to the Senior Lenders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to each such Senior Lenders on the -------- basis of the respective amounts of such Guarantor Senior Indebtedness held by such LendersSenior Lender) or their representatives or to the trustee or agent or agents under any agreement pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appearRepresentative, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the Lenders holders of such Guarantor Senior Indebtedness.

Payment Over. Upon any payment or distribution of assets or ------------ securities of any Guarantor Borrower 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 liquidation or reorganization of such GuarantorBorrower, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Guarantor Senior Indebtedness of such Guarantor shall first be paid in full in cash before the Lenders or the Arranger An-anger on behalf of such Lenders shall be entitled to receive any payment by such Guarantor Borrower of the principal of or interest on the Loans or Notes pursuant to such Guarantor's GuaranteeNotes, or any payment by Borrower to acquire any of the Loans or Notes for cash, property or securities, or any distribution with respect to the Loans or Notes of any cash, property or Loans or Notes securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor Borrower of the principal of or interest on the Loans and or Notes upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor Borrower of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Lenders or the Arranger Administrative Agent on their behalf would be entitled, but for the subordination provisions of this Agreement, shall be made by such Guarantor Borrower or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other Person making such payment or distribution, directly to the Lenders holders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to such Lenders holders on the -------- basis of the respective amounts of such Guarantor --- ---- Senior Indebtedness held by such Lendersholders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the Lenders holders of such Guarantor Senior Indebtedness.