Common use of Priority Amount Clause in Contracts

Priority Amount. If any Aggregate Buy-In Funds have not been paid to the Series 2 Holders specified in Section 3.05(a) (the “Specified Series 2 Holders”) or if any such Aggregate Buy-In Funds that have been paid to the Specified Series 2 Holders are recovered therefrom in connection with any bankruptcy or insolvency proceeding of the Company or any of its Subsidiaries, then notwithstanding anything herein to the contrary, the Holders agree, inter se, that prior to any other distributions under clause (b) of Section 6.06, an amount equal to the sum of such unpaid amounts and such recovered amounts (the “Specified Priority Amount”) shall be distributed pro rata among the Specified Series 2 Holders on the basis that is contemplated under Section 3.05(a) hereof; provided that any claims of such Specified Series 2 Holders that remain undischarged following such distribution shall share equally and ratably under Section 6.06(b) with all other claims of the Holders. This Section 6.16 shall constitute an intercreditor and subordination agreement among the Holders and is enforceable among the Holders regardless of any insolvency or bankruptcy proceeding of the Company or any of its Subsidiaries.