Common use of Additional Provisions Concerning Payment Subordination Clause in Contracts

Additional Provisions Concerning Payment Subordination. Each Subordinated Creditor and the Borrower agrees as follows: (a) In the event of (x) any dissolution, winding up, liquidation or reorganization of any TDI Group Party (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of that Loan Party, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of that TDI Group Party or otherwise); or (y) any Senior Default or an event which with notice and/or passage of time would constitute a Senior Default, or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations: (i) Senior Obligations in an amount up to the Senior TDI Collateral Limit shall first be paid to the Senior Agent for the benefit of the Senior Creditors before any payment or distribution is made upon or in connection with the Subordinated Obligations; and (ii) Any payment or distribution of assets of any such TDI Group Party, whether in cash, property or securities to which any Subordinated Creditor would be entitled except for the provisions hereof, shall be paid or delivered by that TDI Group Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other Person making such payment or distribution, directly to the Senior Agent for the benefit of the Senior Creditors, to the extent necessary to pay an amount of the Senior Obligations remaining unpaid up to the Senior TDI Collateral Limit, after giving effect to any concurrent payment or distribution to the Senior Creditors before any payment or distribution is made to any Subordinated Creditor; in each case, to be applied as specified in Section 6.1; (b) In any proceeding referred to or resulting from any event referred to in subsection (a) of this Section 3.3 commenced by or against that TDI Group Party: (i) Senior Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of any Subordinated Creditor or otherwise), but shall have no obligation to, (A) demand, sxx for, collect and receive every payment or distribution referred to in subsection (a) of this Section 3.3 and give acquittance therefor, (B) file claims and proofs of claim in respect of the Subordinated Obligations; provided, that the Senior Agent agrees not to file (and it shall have no right to file or vote) such proofs of claim without giving at least five (5) Business Days’ prior written notice to the Subordinated Lender, and (C) take such other action as the Senior Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Creditors hereunder; (ii) Each Subordinated Creditor will duly and promptly take such action as the Senior Agent may reasonably request to accelerate and/or foreclose upon the Subordinated Obligations, to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Senior Agent such powers of attorney, assignments or other instruments as the Senior Agent may reasonably request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations for the account of the Senior Creditors; (c) In the event of (x) any dissolution, winding up, liquidation or reorganization of the Borrower or any other Loan Party (other than a TDI Group Party) (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of that Loan Party, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of that Loan Party or otherwise); or (y) any Senior Default or an event which with notice and/or passage of time would constitute a Senior Default, or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations: (i) All Senior Obligations shall first be paid to the Senior Agent for the benefit of the Senior Creditors in full before any payment or distribution is made upon or in connection with the Subordinated Obligations; and (ii) Any payment or distribution of assets of any such Loan Party, whether in cash, property or securities to which any Subordinated Creditor would be entitled except for the provisions hereof, shall be paid or delivered by that Loan Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other person making such payment or distribution, directly to the Senior Agent for the benefit of the Senior Creditors, to the extent necessary to pay in full all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Senior Creditors before any payment or distribution is made to any Subordinated Creditor; provided that, notwithstanding the foregoing, with respect to any of the events described in the first paragraph of clause (c) above, with respect to that portion of the Borrower’s Collateral that is TDI Collateral, the proceeds of that portion of any such payment or distribution that is derived from the TDI Collateral shall be applied as specified in Section 6.1; (d) In any proceeding referred to or resulting from any event referred to in subsection (c) of this Section 3.3 commenced by or against the Borrower or any other Loan Party (other than a TDI Group Party) and subject, in the case of the Borrower, to Section 6.1: (i) Senior Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of any Subordinated Creditor or otherwise), but shall have no obligation to, (A) demand, sxx for, collect and receive every payment or distribution referred to in subsection (c) of this Section 3.3 and give acquittance therefor, (B) file claims and proofs of claim in respect of the Subordinated Obligations; provided, that the Senior Agent agrees not to file or vote (and it shall have no right to file or vote) such proofs of claim without giving at least five (5) Business Days’ prior written notice to the Subordinated Lender, and (C) take such other action as the Senior Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Creditors hereunder; (ii) Each Subordinated Creditor will duly and promptly take such action as the Senior Agent may reasonably request to accelerate and/or foreclose upon the Subordinated Obligations, to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Senior Agent such powers of attorney, assignments or other instruments as the Senior Agent may reasonably request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations for the account of the Senior Creditors; (e) All payments or distributions upon or with respect to the Subordinated Obligations which are received by any Subordinated Creditor contrary to the provisions of this Agreement shall be deemed to be the property of the Senior Creditors, shall be received in trust for the benefit of the Senior Creditors, shall be segregated from other funds and property held by such Subordinated Creditor and shall be forthwith paid over to the Senior Agent for the benefit of the Senior Creditors in the same form as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full; (f) Any Subordinated Creditor hereby waives any requirement for marshalling of assets by the Senior Agent in connection with any foreclosure of any lien of the Senior Creditors under the Senior Documents; (g) No Subordinated Creditor shall take any action to impair or otherwise adversely affect the foreclosure of, or other realization of the Senior Agent’s or the Senior Creditors’ rights under the Senior Documents; and (h) Senior Agent is hereby authorized to demand specific performance of this Agreement at any time when any Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement, and each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.

Additional Provisions Concerning Payment Subordination. Each of the Subordinated Creditor Creditors and the Borrower agrees agree as follows: (a) In the event of any Event of Default (x) any dissolution, winding up, liquidation as such term is defined in the Senior Documents or reorganization of any TDI Group Party (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of that Loan Party, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of that TDI Group Party or otherwise); or (y) any Senior Default or an event which with notice and/or passage of time would constitute a Senior Default, or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations: (i) Senior Obligations in an amount up to the Senior TDI Collateral Limit shall first be paid to the Senior Agent for the benefit of the Senior Creditors before any payment or distribution is made upon or in connection with the Subordinated Obligations; and (ii) Any payment or distribution of assets of any such TDI Group Party, whether in cash, property or securities to which any Subordinated Creditor would be entitled except for the provisions hereof, shall be paid or delivered by that TDI Group Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other Person making such payment or distribution, directly to the Senior Agent for the benefit of the Senior Creditors, to the extent necessary to pay an amount of the Senior Obligations remaining unpaid up to the Senior TDI Collateral Limit, after giving effect to any concurrent payment or distribution to the Senior Creditors before any payment or distribution is made to any Subordinated Creditor; in each case, to be applied as specified in Section 6.1; (b) In any proceeding referred to or resulting from any event referred to in subsection (a) of this Section 3.3 commenced by or against that TDI Group Party: (i) Senior Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of any Subordinated Creditor or otherwise), but shall have no obligation to, (A) demand, sxx for, collect and receive every payment or distribution referred to in subsection (a) of this Section 3.3 and give acquittance therefor, (B) file claims and proofs of claim in respect of the Subordinated Obligations; provided, that the Senior Agent agrees not to file (and it shall have no right to file or vote) such proofs of claim without giving at least five (5) Business Days’ prior written notice to the Subordinated Lender, and (C) take such other action as the Senior Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Creditors hereunder; (ii) Each Subordinated Creditor will duly and promptly take such action as the Senior Agent may reasonably request to accelerate and/or foreclose upon the Subordinated Obligations, to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Senior Agent such powers of attorney, assignments or other instruments as the Senior Agent may reasonably request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations for the account of the Senior Creditors; (c) In the event of (x) any dissolution, winding up, liquidation or reorganization of the Borrower or any other Loan Party (other than a TDI Group Party) (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of that Loan Party, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of that Loan Party or otherwise); or (y) any Senior Default or an event which with notice and/or passage of time would constitute a Senior Default, or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations:Documents): (i) All Senior Obligations shall first be paid to the Senior Agent for the benefit of the Senior Creditors in full before any payment or distribution is made upon or in connection with the Subordinated Obligations; and (ii) Any payment or distribution of assets of any such a Loan Party, whether in cash, property or securities to which any Subordinated Creditor under the Subordinated Agreement would be entitled except for the provisions hereofhereof (other than equity securities of the Borrower or debt securities of the Borrower which are subordinated to the Senior Obligations on substantially the same basis as the Subordinated Obligations are so subordinated), shall be paid or delivered by that Loan Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other person making such payment or distribution, directly to the Senior Agent for the benefit of the Senior Creditors, to the extent necessary to pay in full all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Senior Creditors before any payment or distribution is made to any Subordinated Creditor; provided that, notwithstanding the foregoing, with respect to any of the events described in the first paragraph of clause (c) above, with respect to that portion of the Borrower’s Collateral that is TDI Collateral, the proceeds of that portion of any such payment or distribution that is derived from the TDI Collateral shall be applied as specified in Section 6.1; (db) In any proceeding Insolvency Proceeding referred to or resulting from any event referred to in subsection (ca) of this Section 3.3 commenced by or against that Loan Party, the Borrower or any other Loan Party (other than a TDI Group Party) and subject, in the case of the Borrower, to Section 6.1: (i) Senior Agent may, and is hereby irrevocably authorized and empowered upon written notice to the Subordinated Creditors (in its own name or in the name of any Subordinated Creditor or otherwise), but shall have no obligation to, (A) demand, sxx xxx for, collect and receive every payment or distribution referred to in subsection (ca) of this Section 3.3 and give acquittance therefor, (B) file claims and proofs of claim in respect of the Subordinated Obligations; provided, that Obligations if the Senior Agent agrees not Subordinated Creditors fail to file or vote (and it shall have no right to file or vote) such proofs of claim without giving at least five (5) Business Days’ do so prior written notice to the Subordinated Lender, date that is three (3) weeks before the deadline for such filing and (C) take such other action as the Senior Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Creditors hereunder;; and (ii) Each Subordinated Creditor will duly and promptly take such action as the Senior Agent may reasonably request to accelerate and/or foreclose upon the Subordinated Obligations, to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Senior Agent such powers of attorney, assignments or other instruments as the Senior Agent may reasonably request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations for the account of the Senior Creditors; (ec) All payments or distributions upon or with respect to the Subordinated Obligations which are received by any Subordinated Creditor contrary to the provisions of this Agreement shall be deemed to be the property of the Senior Creditors, shall be received in trust for the benefit of the Senior Creditors, shall be segregated from other funds and property held by such Subordinated Creditor and shall be forthwith paid over to the Senior Agent for the benefit of the Senior Creditors in the same form as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full; (f) Any Subordinated Creditor hereby waives any requirement for marshalling of assets by the Senior Agent in connection with any foreclosure of any lien of the Senior Creditors under the Senior Documents; (g) No Subordinated Creditor shall take any action to impair or otherwise adversely affect the foreclosure of, or other realization of the Senior Agent’s or the Senior Creditors’ rights under the Senior Documents; and (h) Senior Agent is hereby authorized to demand specific performance of this Agreement at any time when any Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement, and each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.

Additional Provisions Concerning Payment Subordination. Each Subordinated Creditor and the Borrower agrees as follows: (a) In the event of (x) any dissolution, winding up, liquidation or reorganization of any TDI Group Party (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of that Loan Party, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of that TDI Group Party or otherwise); or (y) any Event of Default (as defined in the Senior Default Documents) or an event which with notice and/or passage of time would constitute a an Event of Default (as such term is defined in the Senior DefaultDocuments), or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations: (i) Senior Obligations in an amount up to the Senior TDI Collateral Limit shall first be paid to the Senior Agent for the benefit of the Senior Creditors before any payment or distribution is made upon or in connection with the Subordinated Obligations; and (ii) Any payment or distribution of assets of any such TDI Group Party, whether in cash, property or securities to which any Subordinated Creditor would be entitled except for the provisions hereof, shall be paid or delivered by that TDI Group Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other Person making such payment or distribution, directly to the Senior Agent for the benefit of the Senior Creditors, to the extent necessary to pay an amount of the Senior Obligations remaining unpaid up to the Senior TDI Collateral Limit, after giving effect to any concurrent payment or distribution to the Senior Creditors before any payment or distribution is made to any Subordinated Creditor; in each case, to be applied as specified in Section 6.1; (b) In any proceeding referred to or resulting from any event referred to in subsection (a) of this Section 3.3 commenced by or against that TDI Group Party: (i) Senior Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of any Subordinated Creditor or otherwise), but shall have no obligation to, (A) demand, sxx xxx for, collect and receive every payment or distribution referred to in subsection (a) of this Section 3.3 and give acquittance therefor, (B) file claims and proofs of claim in respect of the Subordinated Obligations; provided, that the Senior Agent agrees not to file (and it shall have no right to file or vote) such proofs of claim without giving at least five (5) Business Days’ prior written notice to the Subordinated Lender, and (C) take such other action as the Senior Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Creditors hereunder; (ii) Each Subordinated Creditor will duly and promptly take such action as the Senior Agent may reasonably request to accelerate and/or foreclose upon the Subordinated Obligations, to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Senior Agent such powers of attorney, assignments or other instruments as the Senior Agent may reasonably request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations for the account of the Senior Creditors; (c) In the event of (x) any dissolution, winding up, liquidation or reorganization of a the Borrower or any other Loan Party (other than a TDI Group Party) (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of that Loan Party, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of that Loan Party or otherwise); or (y) any Event of Default (as defined in the Senior Default Documents) or an event which with notice and/or passage of time would constitute a an Event of Default (as such term is defined in the Senior DefaultDocuments), or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations: (i) All Senior Obligations shall first be paid to the Senior Agent for the benefit of the Senior Creditors in full before any payment or distribution is made upon or in connection with the Subordinated Obligations; and (ii) Any payment or distribution of assets of any such Loan Party, whether in cash, property or securities to which any Subordinated Creditor would be entitled except for the provisions hereof, shall be paid or delivered by that Loan Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other person making such payment or distribution, directly to the Senior Agent for the benefit of the Senior Creditors, to the extent necessary to pay in full all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Senior Creditors before any payment or distribution is made to any Subordinated Creditor; provided that, notwithstanding the foregoing, with respect to any of the events described in the first paragraph of clause (c) above, with respect to that portion of the Borrower’s Collateral that is TDI Collateral, the proceeds of that portion of any such payment or distribution that is derived from the TDI Collateral shall be applied as specified in Section 6.1; (d) In any proceeding referred to or resulting from any event referred to in subsection (c) of this Section 3.3 commenced by or against the Borrower or any other Loan Party (other than a TDI Group Party) and subject, in the case of the Borrower, to Section 6.1: (i) Senior Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of any Subordinated Creditor or otherwise), but shall have no obligation to, (A) demand, sxx xxx for, collect and receive every payment or distribution referred to in subsection (c) of this Section 3.3 and give acquittance therefor, (B) file claims and proofs of claim in respect of the Subordinated Obligations; provided, that the Senior Agent agrees not to file or vote (and it shall have no right to file or vote) such proofs of claim without giving at least five (5) Business Days’ prior written notice to the Subordinated Lender, and (C) take such other action as the Senior Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Creditors hereunder; (ii) Each Subordinated Creditor will duly and promptly take such action as the Senior Agent may reasonably request to accelerate and/or foreclose upon the Subordinated Obligations, to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Senior Agent such powers of attorney, assignments or other instruments as the Senior Agent may reasonably request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations for the account of the Senior Creditors; (e) All payments or distributions upon or with respect to the Subordinated Obligations which are received by any Subordinated Creditor contrary to the provisions of this Agreement shall be deemed to be the property of the Senior Creditors, shall be received in trust for the benefit of the Senior Creditors, shall be segregated from other funds and property held by such Subordinated Creditor and shall be forthwith paid over to the Senior Agent for the benefit of the Senior Creditors in the same form as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full; (f) Any Subordinated Creditor hereby waives any requirement for marshalling of assets by the Senior Agent in connection with any foreclosure of any lien of the Senior Creditors under the Senior Documents; (g) No Subordinated Creditor shall take any action to impair or otherwise adversely affect the foreclosure of, or other realization of the Senior Agent’s or the Senior Creditors’ rights under the Senior Documents; and (h) Senior Agent is hereby authorized to demand specific performance of this Agreement at any time when any Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement, and each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.

Additional Provisions Concerning Payment Subordination. Each Subordinated Creditor and the Borrower Borrowers agrees as follows: (a) In the event of (x) any dissolution, winding up, liquidation or reorganization of any TDI Group a Loan Party (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of that Loan Party, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of that TDI Group Loan Party or otherwise); or (y) any Senior Event of Default or an event which with notice and/or passage of time would constitute a Senior Default, or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations: (i) All Senior Obligations in an amount up to the Senior TDI Collateral Limit shall first be paid to the Senior Agent for the benefit of the Senior Creditors in full before any payment or distribution is made upon or in connection with the Subordinated Obligations; and (ii) Any payment or distribution of assets of any such TDI Group a Loan Party, whether in cash, property or securities to which any Subordinated Creditor would be entitled except for the provisions hereof, shall be paid or delivered by that TDI Group Loan Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other Person person making such payment or distribution, directly to the Senior Agent for the benefit of the Senior Creditors, to the extent necessary to pay an amount of the in full all Senior Obligations remaining unpaid up to the Senior TDI Collateral Limitunpaid, after af~ter giving effect to any concurrent payment or distribution to the Senior Creditors before any payment or distribution is made to any Subordinated Creditor; in each case, to be applied as specified in Section 6.1; (b) In any proceeding referred to or resulting from any event referred to in clause (x) of subsection (a) of this Section 3.3 2.3 commenced by or against that TDI Group Loan Party: (i) Senior Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of any Subordinated Creditor or otherwise), but shall have no obligation to, (A) demand, sxx xxx for, collect and receive every payment or distribution referred to in subsection (a) of this Section 3.3 2.3 and give acquittance therefor, (B) file claims and proofs of claim in respect of the Subordinated Obligations; provided, that the Senior Agent agrees not to file or vote (and it shall have no right to file or vote) such proofs of claim without giving at least five (5) Business Daysdays’ prior written notice to the Subordinated Lender, and (C) take such other action as the Senior Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Creditors hereunder; (ii) Each Subordinated Creditor will duly and promptly take such action as the Senior Agent may reasonably request to accelerate and/or foreclose upon the Subordinated Obligations, to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Senior Agent such powers of attorney, assignments or other instruments as the Senior Agent may reasonably request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations for the account of the Senior Creditors; (c) In the event of (x) any dissolution, winding up, liquidation or reorganization of the Borrower or any other Loan Party (other than a TDI Group Party) (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of that Loan Party, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of that Loan Party or otherwise); or (y) any Senior Default or an event which with notice and/or passage of time would constitute a Senior Default, or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations: (i) All Senior Obligations shall first be paid to the Senior Agent for the benefit of the Senior Creditors in full before any payment or distribution is made upon or in connection with the Subordinated Obligations; and (ii) Any payment or distribution of assets of any such Loan Party, whether in cash, property or securities to which any Subordinated Creditor would be entitled except for the provisions hereof, shall be paid or delivered by that Loan Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other person making such payment or distribution, directly to the Senior Agent for the benefit of the Senior Creditors, to the extent necessary to pay in full all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Senior Creditors before any payment or distribution is made to any Subordinated Creditor; provided that, notwithstanding the foregoing, with respect to any of the events described in the first paragraph of clause (c) above, with respect to that portion of the Borrower’s Collateral that is TDI Collateral, the proceeds of that portion of any such payment or distribution that is derived from the TDI Collateral shall be applied as specified in Section 6.1; (d) In any proceeding referred to or resulting from any event referred to in subsection (c) of this Section 3.3 commenced by or against the Borrower or any other Loan Party (other than a TDI Group Party) and subject, in the case of the Borrower, to Section 6.1: (i) Senior Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of any Subordinated Creditor or otherwise), but shall have no obligation to, (A) demand, sxx for, collect and receive every payment or distribution referred to in subsection (c) of this Section 3.3 and give acquittance therefor, (B) file claims and proofs of claim in respect of the Subordinated Obligations; provided, that the Senior Agent agrees not to file or vote (and it shall have no right to file or vote) such proofs of claim without giving at least five (5) Business Days’ prior written notice to the Subordinated Lender, and (C) take such other action as the Senior Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Creditors hereunder; (ii) Each Subordinated Creditor will duly and promptly take such action as the Senior Agent may reasonably request to accelerate and/or foreclose upon the Subordinated Obligations, to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Senior Agent such powers of attorney, assignments or other instruments as the Senior Agent may reasonably request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations for the account of the Senior Creditors; (e) All payments or distributions upon or with respect to the Subordinated Obligations which are received by any Subordinated Creditor contrary to the provisions of this Agreement shall be deemed to be the property of the Senior Creditors, shall be received in trust for the benefit of the Senior Creditors, shall be segregated from other funds and property held by such Subordinated Creditor and shall be forthwith paid over to the Senior Agent for the benefit of the Senior Creditors in the same form as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full; (fd) Any Subordinated Creditor hereby waives any requirement for marshalling of assets by the Senior Agent in connection with any foreclosure of any lien of the Senior Creditors under the Senior Documents; (ge) No Subordinated Creditor shall take any action to impair or otherwise adversely affect the foreclosure of, or other realization of the Senior Agent’s or the Senior Creditors’ rights under the Senior Documents; and (hf) Senior Agent is hereby authorized to demand specific performance of this Agreement at any time when any Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement, and each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.