Common use of Distributions in Reorganization Clause in Contracts

Distributions in Reorganization. (a) In the event of any Reorganization relative to a Company or property of a Company, all of the Senior Indebtedness shall first have been indefeasibly paid in full in cash and the Senior Credit Agreement and the Indenture shall have been terminated before any payment whatsoever is made upon or in respect of the Subordinated Obligations (including but not limited to payments on account of redemption, liquidation, dividends, or principal, premium, interest or otherwise), and in any such proceedings any payment or distribution of any kind or character whatsoever, whether in cash or property or securities which may be payable or deliverable in respect of the Subordinated Obligations shall be paid or delivered directly to the (i) Agent for the benefit of the Senior Lenders for application in payment of the Primary Senior Indebtedness, unless and until the Investors shall have received notice in writing from the Agent that all such Primary Senior Indebtedness shall have been indefeasibly paid and satisfied in full in cash and the Senior Credit Agreement shall have been terminated, and (ii) thereafter to the Trustee, for the benefit of the Senior Subordinated Noteholders, for application in payment of the Senior Subordinated Notes and all monetary obligations of any Company under the Indenture, unless and until the Investors shall have received notice in writing from the Trustee that all such Senior Subordinated Notes and all monetary obligations under the Indenture of any Company shall have been indefeasibly paid and satisfied in full in cash and the Indenture shall have been terminated. In the event that, notwithstanding the foregoing, upon any such Reorganization, any payment or distribution of assets of a Company of any kind or character whatsoever, whether in cash, property or securities, shall be received by any holder of the Subordinated Obligations before all of the Senior Indebtedness is indefeasibly paid in full in cash and the Senior Credit Agreement and the Indenture have been terminated, the Investors agree hereby to cause all such payments and distributions to be immediately paid over, first, to the Agent for the benefit of the Senior Lenders, for application to the payment of all Primary Senior Indebtedness remaining unpaid until the Investors shall have received notice in writing from the Agent that all such Primary Senior Indebtedness shall have been indefeasibly paid in full in cash and the Senior Credit Agreement has been terminated, and second, to the Trustee for the benefit of the Senior Subordinated Noteholders, for application to the payment of all Senior Subordinated Notes and all other monetary obligations of any Company under the Indenture, until the Investors shall have received notice in writing from the Trustee that all such Senior Subordinated Notes and such other monetary obligations shall have been indefeasibly paid in full in cash and the Indenture has been terminated. (b) Until such time as the Senior Indebtedness has been indefeasibly paid and satisfied in full in cash and the Senior Credit Agreement and the Indenture shall have been terminated, each of the Investors irrevocably authorizes and empowers the Agent, on behalf of the Senior Lenders, and at such time as the Primary Senior Indebtedness shall have been indefeasibly paid in full, the Trustee, on behalf of the Senior Subordinated Noteholders, in any proceedings under any Reorganization (i) to file a proof of claim on behalf of any or all of the Investors with respect to the Subordinated Obligations if any such Investor fails to file proof of its claims prior to 30 days before the expiration of the time period during which such claims must be submitted, (ii) to accept and receive any payment or distribution which may be payable or deliverable at any time upon or in respect of such Subordinated Obligations, provided that at such time as the Primary Senior Indebtedness shall have been indefeasibly paid in full, amounts received thereafter by the Agent, if any, shall be delivered by the Agent to the Trustee for the benefit of the Senior Subordinated Noteholders, (iii) to prove any and all claims, or seek enforcement thereof, of each of the Investors in any Reorganization proceeding and (iv) to take such other action as may be reasonably necessary to effectuate any of the foregoing. Upon the Agent's or the Trustee's reasonable request, each Investor agrees severally and not jointly to provide to the Agent and the Trustee, all information and documents necessary to present claims or prove claims or seek enforcement thereof as aforesaid. The Investors shall retain the exclusive right to vote their claims in any Reorganization; provided, that no Investor shall be entitled to take any action or vote in any way and each such Investor hereby agrees severally and not jointly to not take any action or vote in any way, so as to contest (i) the validity or the enforceability of the Senior Credit Agreement, any of the other Loan Documents or any of the liens or security interests which secure the payment or performance of the Primary Senior Indebtedness, (ii) the validity or the enforceability of the Indenture, the Senior Subordinated Notes, the Subordinated Guaranties or any other document executed in connection therewith, or (iii) the validity or enforceability of this Agreement or any agreement or instrument to the extent evidencing or relating to the Senior Indebtedness. Neither the Agent and the Senior Lenders, nor the Trustee and the Senior Subordinated Noteholders, shall in any event be liable for any failure to prove the Subordinated Obligations; for failure to exercise any rights with respect thereto; or for failure to collect any sums payable thereon or for failure to take any affirmative action in connection therewith.

Distributions in Reorganization. (a) In the event of any Reorganization relative to a the Company or property any of a Companyits properties, then all of the Senior Indebtedness shall first have been indefeasibly be paid in full in cash and the Senior Credit Agreement and the Indenture shall have been terminated before any payment whatsoever is made upon or in respect of the Subordinated Obligations (including but not limited to payments on account of redemption, liquidation, dividends, or principal, premium, interest or otherwise)Indebtedness, and in any such proceedings any payment or distribution of any kind or character whatsoevercharacter, whether in cash or cash, property or securities securities, which may be payable or deliverable in respect of the Subordinated Obligations Indebtedness shall be paid or delivered directly to the (i) Agent for the benefit of the Senior Lenders for application in payment of the Primary Senior Indebtedness, unless and until the Investors shall have received notice in writing from the Agent that all such Primary Senior Indebtedness shall have been indefeasibly paid and satisfied in full in cash and the Senior Credit Agreement shall have been terminated, and (ii) thereafter to the Trustee, for the benefit of the Senior Subordinated Noteholders, for application in payment of the Senior Subordinated Notes and all monetary obligations of any Company under the IndentureIndebtedness, unless and until the Investors shall have received notice in writing from the Trustee that all such Senior Subordinated Notes and all monetary obligations under the Indenture of any Company Indebtedness shall have been indefeasibly paid and or satisfied in full in cash full, and each holder of Subordinated Indebtedness does hereby authorize the Indenture shall have been terminatedAgent to accept and receive for any payment or distribution and to apply such payment or distribution to the payment of the then unpaid Senior Indebtedness, and to do any and all things and to execute all instruments necessary to effectuate the foregoing. In the event that, notwithstanding the foregoing, upon any such Reorganization, any payment or distribution of assets of a the Company of any kind or character whatsoevercharacter, whether in cash, property or securities, shall be received by any holder of the Subordinated Obligations Indebtedness before all of the Senior Indebtedness is indefeasibly paid or satisfied in full in cash and the Senior Credit Agreement and the Indenture have been terminatedfull, the Investors agree hereby to cause all such payments and distributions to payment or distribution shall be immediately paid over, first, over to the Agent for the benefit of the Senior Lenders, for application to the payment of all Primary Senior Indebtedness remaining unpaid until the Investors shall have received notice in writing from the Agent that all such Primary Senior Indebtedness shall have been indefeasibly paid in full in cash and the Senior Credit Agreement has been terminated, and second, to the Trustee for the benefit of the Senior Subordinated Noteholders, for application to the payment of all Senior Subordinated Notes and all other monetary obligations of any Company under the Indenture, Indebtedness remaining unpaid until the Investors shall have received notice in writing from the Trustee that all such Senior Subordinated Notes and such other monetary obligations Indebtedness shall have been indefeasibly paid or satisfied in full full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Notwithstanding the foregoing provisions of this Section 4.2, in cash the event that a plan is proposed in the course of a bankruptcy proceeding in a United States Bankruptcy Court or any other court of competent jurisdiction (a “Bankruptcy Plan”) and the Indenture has been terminatedAgent consents thereto in writing, any holder of Subordinated Indebtedness shall be entitled to retain any cash, securities or other property payable to it in accordance with the terms of such Bankruptcy Plan. (b) Until such time as If the Senior Indebtedness has been indefeasibly paid and satisfied in full in cash and the Senior Credit Agreement and the Indenture shall have been terminated, each of the Investors irrevocably authorizes and empowers the Agent, on behalf of the Senior Lenders, and at such time as the Primary Senior Indebtedness shall have been indefeasibly paid in full, the Trustee, on behalf of the Senior Subordinated Noteholders, in any proceedings under any Reorganization (i) Purchasers fail to file a proof of claim on behalf of in any or all of the Investors with respect Reorganization at least 45 calendar days prior to the Subordinated Obligations if any such Investor fails to file proof of its claims prior to 30 days before the expiration of the time period during which such claims must be submitted, (ii) to accept and receive any payment or distribution which may be payable or deliverable at any time upon or in respect of such Subordinated Obligations, provided that at such time as the Primary Senior Indebtedness shall have been indefeasibly paid in full, amounts received thereafter date established by the Agentrule of law or order of court for such filing, if any, shall be delivered by the Purchasers do hereby authorize the Agent to the Trustee for the benefit of the Senior Subordinated Noteholders, (iii) to prove any and all claims, or seek enforcement thereof, of each of the Investors such claim in any Reorganization proceeding and (iv) to take such other action as may be reasonably necessary to effectuate any of the foregoing. Upon the Agent's or the Trustee's reasonable request, each Investor agrees severally and not jointly to provide to the Agent and the Trustee, all information and documents necessary to present claims or prove claims or seek enforcement thereof as aforesaid. The Investors shall retain the exclusive right to vote their claims in any Reorganization; provided, that no Investor shall be entitled to take any action or vote in any way and each such Investor hereby agrees severally and not jointly to not take any action or vote in any way, so as to contest (i) the validity or the enforceability of the Senior Credit Agreement, any of the other Loan Documents or any of the liens or security interests which secure the payment or performance of the Primary Senior Indebtedness, (ii) the validity or the enforceability of the Indenture, the Senior Subordinated Notes, proceedings on the Subordinated Guaranties or any other document executed in connection therewith, or (iii) the validity or enforceability of this Agreement or any agreement or instrument to the extent evidencing or relating to the Senior Indebtedness. Neither the Agent and the Senior Lenders, nor the Trustee and the Senior Subordinated Noteholders, shall in any event be liable for any failure to prove the Subordinated Obligations; for failure to exercise any rights with respect thereto; or for failure to collect any sums payable thereon or for failure to take any affirmative action in connection therewith.

Distributions in Reorganization. (a) In Except as specifically provided in Sections 8(a), 21, 22 and 23 hereof, in the event of any Reorganization relative to a any Company or property of a CompanyWC Holdings or their respective property, all of the Senior Indebtedness shall first have been indefeasibly be paid in full in cash and from the Senior Credit Agreement and proceeds of the Indenture shall have been terminated Collateral before any payment whatsoever on account of principal, premium, interest, the Performance Fee (as defined in the Subordinated Note Purchase Agreement) or otherwise is made upon or in respect of the Subordinated Obligations (including but not limited to payments on account of redemption, liquidation, dividends, or principal, premium, interest or otherwise)Indebtedness is paid therefrom, and in any such proceedings any payment or distribution of any kind or character whatsoevercharacter, whether in cash or property or securities which may be payable or deliverable from the proceeds of the Collateral only in respect of the Subordinated Obligations Indebtedness shall be paid or delivered directly to the (i) Agent for the benefit of the Senior Lenders for application in payment of the Primary Senior Indebtedness, unless and until the Investors shall have received notice in writing from the Agent that all such Primary Senior Indebtedness shall have been indefeasibly paid and satisfied in full in cash and the Senior Credit Agreement shall have been terminated, and (ii) thereafter to the Trustee, for the benefit of the Senior Subordinated Noteholders, Lender for application in payment of the Senior Subordinated Notes and all monetary obligations of any Company under the IndentureIndebtedness, unless and until the Investors shall have received notice in writing from the Trustee that all such Senior Subordinated Notes and all monetary obligations under the Indenture of any Company Indebtedness shall have been indefeasibly paid and satisfied in full in cash and the Indenture shall have been terminatedcash. In the event that, notwithstanding the foregoing, upon any such Reorganization, any payment or distribution of assets of a any Company or WC Holdings of any kind or character whatsoeverthat secure the Senior Indebtedness, whether in cash, property or securities, shall be received by any holder of the Subordinated Obligations Indebtedness before all of the Senior Indebtedness is indefeasibly paid in full in cash and the Senior Credit Agreement and the Indenture have been terminatedcash, the Investors agree hereby to cause all such payments and distributions to payment or distribution shall be immediately paid over, first, over to the Agent for the benefit holder of the Senior LendersIndebtedness, for application to the payment of all Primary any Senior Indebtedness remaining unpaid until the Investors shall have received notice in writing from the Agent that all such Primary Senior Indebtedness shall have been indefeasibly paid in full in cash and the Senior Credit Agreement has been terminatedcash, and second, after giving effect to any other concurrent payments or distributions to the Trustee for the benefit holder of the Senior Subordinated Noteholders, for application to the payment of all Senior Subordinated Notes and all other monetary obligations of any Company under the Indenture, until the Investors shall have received notice in writing from the Trustee that all such Senior Subordinated Notes and such other monetary obligations shall have been indefeasibly paid in full in cash and Indebtedness. Notwithstanding the Indenture has been terminated. (b) Until such time as the Senior Indebtedness has been indefeasibly paid and satisfied in full in cash and the Senior Credit Agreement and the Indenture shall have been terminated, each foregoing provisions of the Investors irrevocably authorizes and empowers the Agent, on behalf of the Senior Lenders, and at such time as the Primary Senior Indebtedness shall have been indefeasibly paid in fullthis Section 3.3, the Trustee, on behalf of the Senior Subordinated Noteholders, in any proceedings under any Reorganization (i) to file a proof of claim on behalf of any or all of the Investors with respect Companies and WC Holdings may pay and deliver to the Subordinated Obligations if any such Investor fails to file proof of its claims prior to 30 days before the expiration of the time period during which such claims must be submittedLender, (ii) to accept and receive any payment or distribution which may be payable or deliverable at any time upon or in respect of such Subordinated Obligations, provided that at such time as the Primary Senior Indebtedness shall have been indefeasibly paid in full, amounts received thereafter by the Agent, if any, shall be delivered by the Agent to the Trustee for the benefit of the Senior Subordinated Noteholders, (iii) to prove any and all claims, or seek enforcement thereof, of each of the Investors in any Reorganization proceeding and (iv) to take such other action as may be reasonably necessary to effectuate any of the foregoing. Upon the Agent's or the Trustee's reasonable request, each Investor agrees severally and not jointly to provide to the Agent and the Trustee, all information and documents necessary to present claims or prove claims or seek enforcement thereof as aforesaid. The Investors shall retain the exclusive right to vote their claims in any Reorganization; provided, that no Investor Subordinated Lender shall be entitled to take any action or vote in any way receive and each such Investor hereby agrees severally and not jointly to not take any action or vote in any way, so as to contest (i) the validity or the enforceability of the Senior Credit Agreementretain, any of the other Loan Documents or any of the liens or security interests which secure the payment or performance of the Primary Senior Indebtedness, (ii) the validity or the enforceability of the Indenture, the Senior Subordinated Notes, the Subordinated Guaranties or any other document executed in connection therewith, or (iii) the validity or enforceability of this Agreement or any agreement or instrument to the extent evidencing or relating to the Senior Indebtedness. Neither the Agent and the Senior Lenders, nor the Trustee and the Senior Subordinated Noteholders, shall in any event be liable for any failure to prove the Subordinated Obligations; for failure to exercise any rights with respect thereto; or for failure to collect any sums payable thereon or for failure to take any affirmative action in connection therewithReorganization Securities.

Distributions in Reorganization. (a) In the event of any Reorganization relative to a Company the Credit Parties or property of a Companytheir properties, then all of the Senior Indebtedness shall first have been indefeasibly be paid in full in cash and the Senior Credit Agreement and the Indenture shall have been terminated before any payment whatsoever is made upon or in respect of the Subordinated Obligations (including but not limited to payments on account of redemption, liquidation, dividends, or principal, premium, interest or otherwise)Indebtedness, and in any such proceedings any payment or distribution of any kind or character whatsoevercharacter, whether in cash or cash, property or securities (other than Junior Securities, hereafter defined), which may be payable or deliverable in respect of the Subordinated Obligations Indebtedness shall be paid or delivered directly to the (i) Agent for the benefit of the Senior Lenders for application in payment of the Primary Senior Indebtedness, unless and until the Investors shall have received notice in writing from the Agent that all such Primary Senior Indebtedness shall have been indefeasibly paid and satisfied in full in cash and the Senior Credit Agreement shall have been terminated, and (ii) thereafter to the Trustee, for the benefit of the Senior Subordinated Noteholders, Creditor for application in payment of the Senior Subordinated Notes and all monetary obligations of any Company under the IndentureIndebtedness, unless and until the Investors shall have received notice in writing from the Trustee that all such Senior Subordinated Notes and all monetary obligations under the Indenture of any Company Indebtedness shall have been indefeasibly paid and or satisfied in full in cash cash, and each holder of Subordinated Indebtedness does hereby authorize the Indenture shall have been terminatedSenior Creditor to accept and receipt for any payment or distribution and to apply such payment or distribution to the payment of the then unpaid Senior Indebtedness, and to do any and all things and to execute all instruments necessary to effectuate the foregoing. In the event that, notwithstanding the foregoing, upon any such Reorganization, any payment or distribution of assets of a Company the Credit Parties of any kind or character whatsoevercharacter, whether in cash, property or securitiessecurities (other than Junior Securities), shall be received by any holder of the Subordinated Obligations Indebtedness before all of the Senior Indebtedness is indefeasibly paid in full in cash and the Senior Credit Agreement and the Indenture have been terminatedcash, the Investors agree hereby to cause all such payments and distributions to payment or distribution shall be immediately paid over, first, over to the Agent for the benefit of the Senior Lenders, for application to the payment of all Primary Senior Indebtedness remaining unpaid until the Investors shall have received notice in writing from the Agent that all such Primary Senior Indebtedness shall have been indefeasibly paid in full in cash and the Senior Credit Agreement has been terminated, and second, to the Trustee for the benefit of the Senior Subordinated Noteholders, Creditor for application to the payment of all Senior Subordinated Notes and all other monetary obligations of any Company under the Indenture, Indebtedness remaining unpaid until the Investors shall have received notice in writing from the Trustee that all such Senior Subordinated Notes and such other monetary obligations shall have been indefeasibly paid in full in cash and the Indenture has been terminated. (b) Until such time as the Senior Indebtedness has been indefeasibly paid and satisfied in full in cash and the Senior Credit Agreement and the Indenture shall have been terminated, each of the Investors irrevocably authorizes and empowers the Agent, on behalf of the Senior Lenders, and at such time as the Primary Senior Indebtedness shall have been indefeasibly paid in full, the Trustee, on behalf of the Senior Subordinated Noteholders, in after giving effect to any proceedings under any Reorganization (i) to file a proof of claim on behalf of any or all of the Investors with respect to the Subordinated Obligations if any such Investor fails to file proof of its claims prior to 30 days before the expiration of the time period during which such claims must be submitted, (ii) to accept and receive any concurrent payment or distribution which may be payable or deliverable at any time upon or in respect to the holders of such Subordinated ObligationsSenior Indebtedness. Notwithstanding any provisions of this Section 2.3, provided in the event that at such time as a plan is proposed in the Primary Senior Indebtedness shall have been indefeasibly paid in full, amounts received thereafter by the Agent, course of a Reorganization (a "Bankruptcy Plan") (x) if any, shall be delivered by the Agent to the Trustee for the benefit of the Senior Subordinated Noteholders, (iii) to prove any and all claims, or seek enforcement thereof, of each of the Investors Creditor consents thereto in any Reorganization proceeding and (iv) to take such other action as may be reasonably necessary to effectuate any of the foregoing. Upon the Agent's or the Trustee's reasonable requestwriting, each Investor agrees severally and not jointly to provide to the Agent and the Trustee, all information and documents necessary to present claims or prove claims or seek enforcement thereof as aforesaid. The Investors shall retain the exclusive right to vote their claims in any Reorganization; provided, that no Investor holder of Subordinated Indebtedness shall be entitled to take retain any action cash, securities or vote in any way and each such Investor hereby agrees severally and not jointly to not take any action or vote in any way, so as to contest (i) the validity or the enforceability of the Senior Credit Agreement, any of the other Loan Documents or any of the liens or security interests which secure the payment or performance of the Primary Senior Indebtedness, (ii) the validity or the enforceability of the Indenture, the Senior Subordinated Notes, the Subordinated Guaranties or any other document executed in connection therewith, or (iii) the validity or enforceability of this Agreement or any agreement or instrument to the extent evidencing or relating to the Senior Indebtedness. Neither the Agent and the Senior Lenders, nor the Trustee and the Senior Subordinated Noteholders, shall in any event be liable for any failure to prove the Subordinated Obligations; for failure to exercise any rights with respect thereto; or for failure to collect any sums payable thereon or for failure to take any affirmative action in connection therewith.other

Distributions in Reorganization. (a) 2.3.1 In the event of any Reorganization relative to a Company or property of a CompanyReorganization, then all of the Senior Indebtedness owing shall first have been indefeasibly paid in full in cash and the Senior Credit Agreement and the Indenture shall have been terminated be paid, before any payment or distribution whatsoever is made upon or in respect of the Subordinated Obligations (including but not limited to payments on account of redemption, liquidation, dividends, or principal, premium, interest or otherwise)any Junior Indebtedness, and in any such proceedings proceedings, any payment and all payments or distribution distributions of any kind or character whatsoevercharacter, whether in cash cash, property, securities or property otherwise (or securities any combination of the foregoing), which is or may be payable or deliverable upon, in respect of, or to or for the benefit of the Subordinated Obligations such Junior Indebtedness shall be paid or delivered directly first to the (i) Agent for Banks, in proportion to the benefit of the Senior Lenders for application in payment of the Primary extent they hold Senior Indebtedness, unless and until the Investors shall have received notice in writing from the Agent that all such Primary Senior Indebtedness shall have has been indefeasibly paid and satisfied in full in cash and full. The SBA hereby authorizes the Senior Credit Agreement shall have been terminatedBanks, and (ii) thereafter to the Trusteeextent they hold Senior Indebtedness, for to the benefit extent permitted by law, to accept, receive and retain any and all payments or distributions, it being understood that any monies or other assets so received shall be applied first to the payment in full of the Senior Subordinated Noteholders, for application in payment Indebtedness (as set forth above) and any remainder shall be transferred to the SBA (or upon written approval of the Senior Subordinated Notes and all monetary obligations SBA to the holders of any Company under of the Indenture, unless and until the Investors shall have received notice in writing from the Trustee that all such Senior Subordinated Notes and all monetary obligations under the Indenture of any Company shall have been indefeasibly paid and satisfied in full in cash and the Indenture shall have been terminatedJunior Indebtedness). In the event thatIf, notwithstanding the foregoing, upon during any such Reorganization, any payment or distribution of assets of a Company the Borrower of any kind or character whatsoevercharacter, whether in cash, property property, securities or securitiesotherwise, shall be be, directly or indirectly, received by (or the benefit of such payment or distribution shall accrue, directly or indirectly, to) the SBA (or any holder of the Subordinated Obligations Junior Indebtedness) before all of Senior Indebtedness is paid in full, such payment or distribution shall be immediately paid over first to the Banks, in proportion to the Senior Indebtedness held by each Bank and to the extent they hold Senior Indebtedness, provided all such Banks consent in writing to the proposed distribution, and then, but in no event unless and until all such Senior Indebtedness has been paid in full, to the SBA. 2.3.2 In the event that any Senior Indebtedness is indefeasibly paid in full and subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under any law regarding reorganization, fraudulent conveyance or fraudulent transfer or the settlement of any claim in cash and respect thereof), former or satisfied Senior Indebtedness becomes unpaid or unsatisfied, then the Senior Credit priorities provided in this Agreement and the Indenture have been terminated, the Investors agree hereby to cause shall again be operative until all such payments and distributions to be immediately paid over, first, to the Agent for the benefit of the Senior Lenders, for application to the payment of all Primary Senior Indebtedness remaining unpaid until the Investors shall have received notice in writing from the Agent that all such Primary Senior Indebtedness shall have been indefeasibly paid in full in cash and the Senior Credit Agreement has been terminated, and second, to the Trustee for the benefit of the Senior Subordinated Noteholders, for application to the payment of all Senior Subordinated Notes and all other monetary obligations of any Company under the Indenture, until the Investors shall have received notice in writing from the Trustee that all such Senior Subordinated Notes and such other monetary obligations shall have been indefeasibly paid in full in cash and the Indenture has been terminated. (b) Until such time as the Senior Indebtedness has been indefeasibly paid and satisfied in full in cash and the Senior Credit Agreement and the Indenture shall have been terminated, each of the Investors irrevocably authorizes and empowers the Agent, on behalf of the Senior Lenders, and at such time as the Primary Senior Indebtedness shall have been indefeasibly paid in full, the Trustee, on behalf of the Senior Subordinated Noteholders, in any proceedings under any Reorganization (i) to file a proof of claim on behalf of any or all of the Investors with respect to the Subordinated Obligations if any such Investor fails to file proof of its claims prior to 30 days before the expiration of the time period during which such claims must be submitted, (ii) to accept and receive any payment or distribution which may be payable or deliverable at any time upon or in respect of such Subordinated Obligations, provided that at such time as the Primary Senior Indebtedness shall have been indefeasibly paid in full, amounts received thereafter by the Agent, if any, shall be delivered by the Agent to the Trustee for the benefit of the Senior Subordinated Noteholders, (iii) to prove any and all claims, or seek enforcement thereof, of each of the Investors in any Reorganization proceeding and (iv) to take such other action as may be reasonably necessary to effectuate any of the foregoing. Upon the Agent's or the Trustee's reasonable request, each Investor agrees severally and not jointly to provide to the Agent and the Trustee, all information and documents necessary to present claims or prove claims or seek enforcement thereof as aforesaid. . 2.3.3 The Investors shall retain the exclusive right to vote their claims in any Reorganization; provided, that no Investor shall be entitled to take any action or vote in any way and each such Investor hereby agrees severally and not jointly to not take any action or vote in any way, so as to contest (i) the validity or the enforceability of the Senior Credit Agreement, any of the other Loan Documents or any of the liens or security interests which secure the payment or performance of the Primary Senior Indebtedness, (ii) the validity or the enforceability of the Indenture, the Senior Subordinated Notes, the Subordinated Guaranties or any other document executed in connection therewith, or (iii) the validity or enforceability provisions of this Agreement shall continue to be effective regardless of whether the Borrower shall have taken advantage of or been subject to any agreement bankruptcy, Reorganization or instrument to the extent evidencing or relating to the Senior Indebtedness. Neither the Agent and the Senior Lenders, nor the Trustee and the Senior Subordinated Noteholders, shall in any event be liable for any failure to prove the Subordinated Obligations; for failure to exercise any rights with respect thereto; or for failure to collect any sums payable thereon or for failure to take any affirmative action in connection therewithsimilar proceeding.