Common use of Dissolution, Liquidation, Reorganization, etc Clause in Contracts

Dissolution, Liquidation, Reorganization, etc. Upon any payment or ---------------------------------------------- distribution of the assets of the Company (or any of its subsidiaries) of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, total or partial liquidation, reorganization, composition, arrangement, adjustment or readjustment of the Company (or any of its subsidiaries) or its (or their) securities, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation or receivership proceedings, or upon a general assignment for the benefit of creditors, or any other marshaling of the assets and liabilities of the Company (or any of its subsidiaries), or otherwise (hereinafter a "Liquidation Payment"), then and in any such event: (a) the Senior Lenders shall be entitled to receive payment (or to have such payment duly provided for in a manner reasonably satisfactory to the Senior Lenders) of all amounts due or to become due on or in respect of all Superior Indebtedness, up to the Maximum Amount, before any Liquidation Payment, whether in cash, property or securities (other than Permissible Securities), is made on account of or applied to any of the Subordinated Indebtedness; (b) the Subordinated Indebtedness shall forthwith become due and payable, and any Liquidation Payment, whether in cash, property or securities (other than Permissible Securities), to which any Subordinated Lender would be entitled except for the provisions of this section 1, shall be paid or delivered by any debtor, custodian, liquidating trustee, agent or other Person making such Liquidation Payment, directly to the Senior Lenders, or their representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of the Superior Indebtedness, for application to the payment thereof, to the extent necessary to pay the Superior Indebtedness up to the Maximum Amount after giving effect to any concurrent payment or distribution, or provision therefor, to the Senior Lenders; (c) each Subordinated Lender holding Subordinated Indebtedness at the time outstanding hereby irrevocably authorizes and empowers the Senior Lenders or such Senior Lender's representative to collect and receive such Senior Lender's ratable share of any Liquidation Payment and to receipt therefor, and, if any holder of Subordinated Indebtedness fails to file a claim therefor at least ten (10) calendar days prior to the date established by rule of law or order of court for such filing, to file and prove (but not to vote) such claim therefor, provided that the Senior -------- Lenders shall concurrently send written notice thereof to each holder of Subordinated Indebtedness together with a copy of the proof of claim so filed; and (d) each Subordinated Lender shall execute and deliver to the Senior Lenders or their representative or representatives all such further instruments confirming the above authorization and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other action, as may be reasonably requested by the Senior Lenders or such representative or representatives, to enforce such claims and to carry out the purposes of this section 1. Upon any payment or distribution of assets referred to in this section 1, the Subordinated Lenders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, insolvency, reorganization, liquidation, receivership or other proceeding is pending, or a certificate of the debtor, custodian, liquidating trustee, agent or other Person making any such payment or distribution to such Subordinated Lenders, for the purpose of ascertaining the Persons entitled to participate therein, the Senior Lenders, the then outstanding principal amount of the Superior Indebtedness and any and all amounts payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this section 1.

Dissolution, Liquidation, Reorganization, etc. Upon any payment or ---------------------------------------------- distribution of the assets of the Company (or any of its subsidiariesSubsidiaries) of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, total or partial liquidation, reorganization, composition, arrangement, adjustment or readjustment of the Company (or any of its subsidiaries) or its (or their) securities, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation or receivership proceedings, or upon a general assignment for the benefit of creditors, or any other marshaling of the assets and liabilities of the Company (or any of its subsidiaries), or otherwise similar proceeding (hereinafter a "Liquidation PaymentProceeding")) relating to the Company or to its creditors, as such, then and in any such event: (a) the Senior Lenders holders of the Superior Indebtedness shall be entitled to receive payment (or to have such payment duly provided for in a manner reasonably satisfactory to the Senior Lenders) full of all amounts due or to become due on or in respect of all Superior Indebtedness, up to the Maximum Amount, before any Liquidation Paymentpayment, whether in cash, property or securities (other than Permissible Securities), is made on account of or applied to any of the Subordinated Indebtedness;; and (b) the Subordinated Indebtedness shall forthwith become due and payable, and any Liquidation Paymentpayment, whether in cash, property or securities (other than Permissible Securities), to which any the holders of the Subordinated Lender Indebtedness would be entitled except for the provisions of this section 1Section 11, shall be paid or delivered delivered, to the extent permitted by law, by any debtor, custodian, liquidating trustee, agent or other Person person making such Liquidation Paymentpayment, directly to the Senior Lendersholders of the Superior Indebtedness, or their representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of the such Superior Indebtedness, for application to the payment thereof, to the extent necessary to pay the all such Superior Indebtedness up to the Maximum Amount in full, after giving effect to any concurrent payment or distribution, or provision therefor, to the Senior Lenders; (c) each Subordinated Lender holding Subordinated Indebtedness at the time outstanding hereby irrevocably authorizes and empowers the Senior Lenders or holders of such Senior Lender's representative to collect and receive such Senior Lender's ratable share of any Liquidation Payment and to receipt therefor, and, if any holder of Subordinated Indebtedness fails to file a claim therefor at least ten (10) calendar days prior to the date established by rule of law or order of court for such filing, to file and prove (but not to vote) such claim therefor, provided that the Senior -------- Lenders shall concurrently send written notice thereof to each holder of Subordinated Indebtedness together with a copy of the proof of claim so filed; and (d) each Subordinated Lender shall execute and deliver to the Senior Lenders or their representative or representatives all such further instruments confirming the above authorization and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other action, as may be reasonably requested by the Senior Lenders or such representative or representatives, to enforce such claims and to carry out the purposes of this section 1Superior Indebtedness. Upon any payment or distribution of assets referred to in this section 1Section 11, the holders of the Subordinated Lenders Indebtedness shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, insolvency, reorganization, liquidation, receivership or other proceeding any Proceeding is pending, or a certificate of the debtor, custodian, liquidating trustee, agent or other Person person making any such payment or distribution to such Subordinated Lendersholders, for the purpose of ascertaining the Persons persons entitled to participate therein, the Senior Lendersholders of the Superior Indebtedness, the then outstanding principal amount of the Superior Indebtedness Indebtedness, and any and all amounts payable thereon, the amount or amounts paid or distributed thereon thereon, and all other facts pertinent thereto or to this section 1Section 11. In the event that payment or delivery by the Company of any cash, property, stock or other obligations to the holders of the Subordinated Indebtedness is authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the provisions of this Section 11, and made by a court of competent jurisdiction in any Proceeding, no payment or delivery by the Company of such cash, property, stock, or other obligations payable or deliverable with respect to the Subordinated Indebtedness shall be made to the holders of the Superior Indebtedness.

Dissolution, Liquidation, Reorganization, etc. Upon any payment or ---------------------------------------------- distribution of the assets of the Company Borrower (or any of its subsidiariesSubsidiaries) of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, total or partial liquidation, reorganization, composition, arrangement, adjustment or readjustment of the Company (or any of its subsidiaries) or its (or their) securities, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation or receivership proceedings, or upon a general assignment for the benefit of creditors, or any other marshaling of the assets and liabilities of the Company (or any of its subsidiaries), or otherwise similar proceeding (hereinafter a "Liquidation PaymentProceeding")) relating to the Borrower or to its creditors, as such, then and in any such event: (a) the Senior Lenders holders of the Superior Indebtedness shall be entitled to receive payment (or to have such payment duly provided for in a manner reasonably satisfactory to the Senior Lenders) full of all amounts due or to become due on or in respect of all Superior Indebtedness, up to the Maximum Amount, before any Liquidation Paymentpayment, whether in cash, property or securities (other than Permissible Securities), is made on account of or applied to any of the Subordinated Indebtedness;; and (b) the Subordinated Indebtedness shall forthwith become due and payable, and any Liquidation Paymentpayment, whether in cash, property or securities (other than Permissible Securities), to which any the holders of the Subordinated Lender Indebtedness would be entitled except for the provisions of this section 1Section 10, shall be paid or delivered delivered, to the extent permitted by law, by any debtor, custodian, liquidating trustee, agent or other Person person making such Liquidation Paymentpayment, directly to the Senior Lendersholders of the Superior Indebtedness, or their representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of the such Superior Indebtedness, for application to the payment thereof, to the extent necessary to pay the Superior Indebtedness up to the Maximum Amount after giving effect to any concurrent payment or distribution, or provision therefor, to the Senior Lenders; (c) each Subordinated Lender holding Subordinated Indebtedness at the time outstanding hereby irrevocably authorizes and empowers the Senior Lenders or such Senior Lender's representative to collect and receive such Senior Lender's ratable share of any Liquidation Payment and to receipt therefor, and, if any holder of Subordinated Indebtedness fails to file a claim therefor at least ten (10) calendar days prior to the date established by rule of law or order of court for such filing, to file and prove (but not to vote) such claim therefor, provided that the Senior -------- Lenders shall concurrently send written notice thereof to each holder of Subordinated Indebtedness together with a copy of the proof of claim so filed; and (d) each Subordinated Lender shall execute and deliver to the Senior Lenders or their representative or representatives all such further instruments confirming the above authorization and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other action, as may be reasonably requested by the Senior Lenders or such representative or representatives, to enforce such claims and to carry out the purposes of this section 1. Superior Upon any payment or distribution of assets referred to in this section 1Section 10, the holders of the Subordinated Lenders Indebtedness shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, insolvency, reorganization, liquidation, receivership or other proceeding any Proceeding is pending, or a certificate of the debtor, custodian, liquidating trustee, agent or other Person person making any such payment or distribution to such Subordinated Lendersholders, for the purpose of ascertaining the Persons persons entitled to participate therein, the Senior Lendersholders of the Superior Indebtedness, the then outstanding principal amount of the Superior Indebtedness Indebtedness, and any and all amounts payable thereon, the amount or amounts paid or distributed thereon thereon, and all other facts pertinent thereto or to this section 1Section 10. In the event that payment or delivery by the Borrower of any cash, property, stock or other obligations to the holders of the Subordinated Indebtedness is authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the provisions of this Section 10, and made by a court of competent jurisdiction in any Proceeding, no payment or delivery by the Borrower of such cash, property, stock, or other obligations payable or deliverable with respect to the Subordinated Indebtedness shall be made to the holders of the Superior Indebtedness.

Dissolution, Liquidation, Reorganization, etc. Upon any payment or ---------------------------------------------- distribution of the assets of the Company Borrower (or any of its subsidiariesSubsidiaries or any Guarantor) of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, total or partial liquidation, reorganization, composition, arrangement, adjustment or readjustment of the Company (or any of its subsidiaries) or its (or their) securities, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation or receivership proceedings, or upon a general assignment for the benefit of creditors, or any other marshaling of the assets and liabilities of the Company (or any of its subsidiaries), or otherwise similar proceeding (hereinafter a "Liquidation PaymentProceeding")) relating to the Borrower or any Guarantor or to their respective creditors, as such, then and in any such event: (a) the Senior Lenders holders of the Superior Indebtedness shall be entitled to receive payment (or to have such payment duly provided for in a manner reasonably satisfactory to the Senior Lenders) full of all amounts due or to become due on or in respect of all Superior Indebtedness, up to the Maximum Amount, before any Liquidation Paymentpayment, whether in cash, property or securities (other than Permissible Securities), is made on account of or applied to any of the Subordinated Indebtedness;; and (b) the Subordinated Indebtedness shall forthwith become due and payable, and any Liquidation Paymentpayment, whether in cash, property or securities (other than Permissible Securities), to which any the holders of the Subordinated Lender Indebtedness would be entitled except for the provisions of this section 1Section 10, shall be paid or delivered delivered, to the extent permitted by law, by any debtor, custodian, liquidating trustee, agent or other Person person making such Liquidation Paymentpayment, directly to the Senior Lendersholders of the Superior Indebtedness, or their representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of the such Superior Indebtedness, for application to the payment thereof, to the extent necessary to pay the all such Superior Indebtedness up to the Maximum Amount in full, after giving effect to any concurrent payment or distribution, or provision therefor, to the Senior Lenders; (c) each Subordinated Lender holding Subordinated Indebtedness at the time outstanding hereby irrevocably authorizes and empowers the Senior Lenders or holders of such Senior Lender's representative to collect and receive such Senior Lender's ratable share of any Liquidation Payment and to receipt therefor, and, if any holder of Subordinated Indebtedness fails to file a claim therefor at least ten (10) calendar days prior to the date established by rule of law or order of court for such filing, to file and prove (but not to vote) such claim therefor, provided that the Senior -------- Lenders shall concurrently send written notice thereof to each holder of Subordinated Indebtedness together with a copy of the proof of claim so filed; and (d) each Subordinated Lender shall execute and deliver to the Senior Lenders or their representative or representatives all such further instruments confirming the above authorization and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other action, as may be reasonably requested by the Senior Lenders or such representative or representatives, to enforce such claims and to carry out the purposes of this section 1Superior Indebtedness. Upon any payment or distribution of assets referred to in this section 1Section 10, the holders of the Subordinated Lenders Indebtedness shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, insolvency, reorganization, liquidation, receivership or other proceeding any Proceeding is pending, or a certificate of the debtor, custodian, liquidating trustee, agent or other Person person making any such payment or distribution to such Subordinated Lendersholders, for the purpose of ascertaining the Persons persons entitled to participate therein, the Senior Lendersholders of the Superior Indebtedness, the then outstanding principal amount of the Superior Indebtedness Indebtedness, and any and all amounts payable thereon, the amount or amounts paid or distributed thereon thereon, and all other facts pertinent thereto or to this section 1Section 10. In the event that payment or delivery by the Borrower or any Guarantor of any cash, property, stock or other obligations to the holders of the Subordinated Indebtedness is authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the provisions of this Section 10, and made by a court of competent jurisdiction in any Proceeding, no payment or delivery by the Borrower or any Guarantor of such cash, property, stock, or other obligations payable or deliverable with respect to the Subordinated Indebtedness shall be made to the holders of the Superior Indebtedness.

Dissolution, Liquidation, Reorganization, etc. Upon any payment or ---------------------------------------------- distribution of the assets of the Company Obligor (or any of its subsidiariesSubsidiaries) of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, total or partial liquidation, reorganization, composition, arrangement, adjustment or readjustment of the Company Obligor (or any of its subsidiariesSubsidiaries) or its (or their) securities, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation or receivership proceedings, or upon a general assignment for the benefit of creditors, or any other marshaling marshalling of the assets and liabilities of the Company Obligor (or any of its subsidiariesSubsidiaries), or otherwise (hereinafter a "Liquidation Payment"), then and in any such event: (a) the Senior Lenders holders of the Superior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents (or to have such payment duly provided for in cash or cash equivalents in a manner reasonably satisfactory to the Senior Lendersholders of Superior Indebtedness) of all amounts due or to become due on or in respect of all Superior Indebtedness, up to the Maximum Amount, before any Liquidation Payment, whether in cash, property or securities (other than Permissible Securities), is made on account of or applied to any of the Subordinated Indebtedness; (b) the Subordinated Indebtedness shall forthwith become due and payable, and any Liquidation Payment, whether in cash, property or securities (other than Permissible Securities), to which any the holders of the Subordinated Lender Indebtedness would be entitled except for the provisions of this section 1, shall be paid or delivered by any debtor, custodian, liquidating trustee, agent or other Person making such Liquidation Payment, directly to the Senior Lendersholders of the Superior Indebtedness, or their representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of the Superior Indebtedness, for application to the payment thereof, to the extent necessary to pay the Superior Indebtedness up to the Maximum Amount in full in cash or cash equivalents after giving effect to any concurrent payment or distribution, or provision therefor, to the Senior Lendersholders of such Superior Indebtedness; (c) each Subordinated Lender holding holder of the Subordinated Indebtedness at the time outstanding hereby irrevocably authorizes and empowers each holder of the Senior Lenders Superior Indebtedness or such Senior Lenderholder's representative to collect and receive such Senior Lenderholder's ratable share of any Liquidation Payment and to receipt therefor, and, if any holder of Subordinated Indebtedness fails to file a claim therefor at least ten (10) calendar days prior to the date established by rule of law or order of court for such filing, to file and prove (but not to vote) such claim therefor, provided that the Senior -------- Lenders such holder of Superior Indebtedness shall 133 concurrently send written notice thereof to each holder of Subordinated Indebtedness together with a copy of the proof of claim so filed; and (d) each the holders of the Subordinated Lender Indebtedness shall execute and deliver to the Senior Lenders holders of the Superior Indebtedness or their representative or representatives all such further instruments confirming the above authorization and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other action, as may be reasonably requested by the Senior Lenders holders of the Superior Indebtedness or such representative or representatives, to enforce such claims and to carry out the purposes of this section 1. Upon any payment or distribution of assets referred to in this section 1, the holders of the Subordinated Lenders Indebtedness shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, insolvency, reorganization, liquidation, receivership or other proceeding is pending, or a certificate of the debtor, custodian, liquidating trustee, agent or other Person making any such payment or distribution to such Subordinated Lendersholders, for the purpose of ascertaining the Persons entitled to participate therein, the Senior Lendersholders of the Superior Indebtedness, the then outstanding principal amount of the Superior Indebtedness and any and all amounts payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this section 1.

Dissolution, Liquidation, Reorganization, etc. Upon any payment or ---------------------------------------------- --------------------------------------------- distribution of the assets of any of the Company Note Issuers (or any of its subsidiariesSubsidiaries) of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, total or partial liquidation, reorganization, composition, arrangement, adjustment or readjustment of any of the Company Note Issuers (or any of its subsidiariesSubsidiaries) or its (or their) securities, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation or receivership proceedings, or upon a general assignment for the benefit of creditors, or any other marshaling marshalling of the assets and liabilities of any of the Company Note Issuers (or any of its subsidiariesSubsidiaries), or otherwise (hereinafter a "Liquidation Payment"), then and in any such event: (a) the Senior Lenders holders of the Superior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents (or to have such payment duly provided for in cash or cash equivalents in a manner reasonably satisfactory to the Senior Lendersholders of Superior Indebtedness) of all amounts due or to become due on or in respect of all Superior Indebtedness, up to the Maximum Amount, before any Liquidation Payment, whether in cash, property or securities (other than Permissible Securities), is made on account of or applied to any of the Subordinated Indebtedness; (b) the Subordinated Indebtedness shall forthwith become due and payable, and any Liquidation Payment, whether in cash, property or securities (other than Permissible Securities), to which any the holders of the Subordinated Lender Indebtedness would be entitled except for the provisions of this section 110, shall be paid or delivered by any debtor, custodian, liquidating trustee, agent or other Person making such Liquidation Payment, directly to the Senior Lendersholders of the Superior Indebtedness, or their representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of the such Superior Indebtedness, for application to the payment thereof, to the extent necessary to pay the all such Superior Indebtedness up to the Maximum Amount in full in cash or cash equivalents after giving effect to any concurrent payment or distribution, or provision therefor, to the Senior Lendersholders of such Superior Indebtedness; (c) each Subordinated Lender holding holder of the Subordinated Indebtedness at the time outstanding hereby irrevocably authorizes and empowers each holder of the Senior Lenders Superior Indebtedness or such Senior Lenderholder's representative to collect and receive such Senior Lenderholder's ratable share of any Liquidation Payment and to receipt therefor, and, if any holder of Subordinated Indebtedness fails to file a claim therefor at least ten seven (107) calendar days prior to the date established by rule of law or order of court for such filing, to file and prove (but not to vote) such claim claims therefor, provided that the Senior -------- Lenders shall concurrently send written notice thereof to each holder of Subordinated Indebtedness together with a copy of the proof of claim so filed; and (d) each the holders of the Subordinated Lender Indebtedness shall execute and deliver to the Senior Lenders holders of the Superior Indebtedness or their representative or representatives all such further instruments confirming the above authorization and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other action, as may be reasonably requested by the Senior Lenders holders of the Superior Indebtedness or such representative or representatives, to enforce such claims and to carry out the purposes of this section 110. Upon any payment or distribution of assets referred to in this section 110, the holders of the Subordinated Lenders Indebtedness shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, insolvency, reorganization, liquidation, receivership or other proceeding is pending, or a certificate of the debtor, custodian, liquidating trustee, agent or other Person making any such payment or distribution to such Subordinated Lendersholders, for the purpose of ascertaining the Persons entitled to participate therein, the Senior Lendersholders of the Superior Indebtedness, the then outstanding principal amount of the Superior Indebtedness and any and all amounts payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this section 110.

Dissolution, Liquidation, Reorganization, etc. Upon any payment or ---------------------------------------------- distribution of the assets of the Company (or any of its subsidiariesSubsidiaries) of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, total or partial liquidation, reorganization, composition, arrangement, adjustment or readjustment of the such Company (or any of its subsidiariesSubsidiaries) or its (or their) securities, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation or receivership proceedings, or upon a general assignment for the benefit of creditors, or any other marshaling of the assets and liabilities of the such Company (or any of its subsidiariesSubsidiaries), or otherwise (hereinafter a "Liquidation Payment"), then and in any such event: (a) the holder of the Senior Lenders Indebtedness shall be entitled to receive payment in full in cash or cash equivalents (or to have such payment duly provided for in cash or cash equivalents in a manner reasonably satisfactory to the holders of Senior LendersIndebtedness) of all amounts due or to become due on or in respect of all Superior Indebtedness, up to the Maximum Amount, Senior Indebtedness before any Liquidation Payment, whether in cash, property or securities (other than Permissible Securities), is made on account of or applied to any of the Subordinated Indebtedness; (b) the Subordinated Indebtedness shall forthwith become due and payable, and any Liquidation Payment, whether in cash, property or securities (other than Permissible Securities), to which any the holder of the Subordinated Lender Indebtedness would be entitled except for the provisions of this section Section 1, shall be paid or delivered by any debtor, custodian, liquidating trustee, agent or other Person making such Liquidation Payment, directly to the holder of the Senior LendersIndebtedness, or their its representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of the Superior Indebtedness, for application to the payment thereof, to of the extent necessary to pay the Superior Senior Indebtedness up to the Maximum Amount in full in cash or cash equivalents after giving effect to any concurrent payment or distribution, or provision therefor, to the holder of such Senior LendersIndebtedness; (c) each Subordinated Lender holding the holder of the Subordinated Indebtedness at the time outstanding hereby irrevocably authorizes and empowers the holder of the Senior Lenders Indebtedness or such Senior Lenderholder's representative to collect and receive such Senior Lenderholder's ratable share of any Liquidation Payment and to receipt therefor, and, if any the holder of Subordinated Indebtedness fails to file a claim therefor at least ten (10) calendar days prior to the date established by rule of law or order of court for such filing, to file file, prove and prove (but not to vote) vote such claim therefor, provided that therefor (any such claim filed or proved or with respect to which a vote shall be made by the holder of the Senior -------- Lenders shall concurrently send written notice thereof to each Indebtedness on the behalf of any such holder of Subordinated Indebtedness together with a copy of shall hereinafter be referred to as the proof of claim so filed"Claim"); and (d) each the holder of the Subordinated Lender Indebtedness shall execute and deliver to the holder of the Senior Lenders Indebtedness or their its representative or representatives all such further instruments confirming the above authorization and all such powers of attorney, proofs of claim, assignments of claim and other instrumentsdescribed in Section 1.3(c), and shall take all such other action, as may be reasonably requested by the holder of the Senior Lenders Indebtedness or such representative or representatives, to enforce such claims and to carry out the purposes of this section 1Claims. Upon any payment or distribution of assets referred to in this section Section 1, the holder of the Subordinated Lenders Indebtedness shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, insolvency, reorganization, liquidation, receivership or other proceeding is pending, or a certificate of the debtor, custodian, liquidating trustee, agent or other Person making any such payment or distribution to such Subordinated Lendersholders, for the purpose of ascertaining the Persons entitled to participate therein, the holders of the Senior LendersIndebtedness, the then outstanding principal amount of the Superior Senior Indebtedness and any and all amounts payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this section Section 1.