Common use of Liquidation; Dissolution; Bankruptcy; Etc Clause in Contracts

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower or in connection with any composition with creditors or scheme of arrangement to which the Borrower is a party (each an “Insolvency Proceeding”), the Senior Parties shall be entitled to receive payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any Subordinate Party is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower on account of the Subordinate Debt, and the Senior Parties shall be entitled to receive directly, for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferential, set aside or required to be paid to a trustee, receiver or other similar person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (b) In order to enable the Senior Parties to enforce their rights hereunder in any of the actions or proceedings described in this Section 9, upon the failure of any Subordinate Party to make and present, on a timely basis, a proof of claim against the Borrower on account of the Subordinate Debt or other motion or pleading as may be expedient or proper to establish such Subordinate Party’s entitlement to payment of any Subordinate Debt, the Senior Parties are hereby irrevocably authorized and empowered, in their discretion and at the Subordinate Parties’ expense, to make and present for and on behalf of such Subordinate Party such proofs of claims or other motions or pleadings and, to the extent that any amount remains outstanding under the Senior Debt, to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt. The Subordinate Parties shall not exercise any voting right or other privilege that it may have from time to time in any of the actions or proceedings described in this Section 9 in favour of any plan, proposal, compromise, arrangement or similar transaction that would defeat: (i) the right of the Senior Parties to receive payments and distributions otherwise payable or deliverable upon or with respect to the Subordinate Debt so long as any Senior Debt remains outstanding; or (ii) the obligation of any Subordinate Party to receive, hold in trust, and pay over to the Senior Parties certain payments and distributions as contemplated by Section 11. Additionally, each Subordinate Party shall, upon receipt of written notice from the Agent, thereafter vote any claim that it may have in an Insolvency Proceeding in the manner so instructed by the Agent on behalf of the Senior Parties. (c) The parties agree that (i) the Senior Security and the Subordinate Security constitute two separate and distinct grants of security; and (ii) because of, among other things, their differing rights in the property of the Borrower, the Senior Debt is fundamentally different from the Subordinated Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the BorrowerDebtor, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower Debtor or in connection with any composition with creditors or scheme of arrangement to which the Borrower Debtor is a party (each an “Insolvency Proceeding”)party, the Senior Parties Creditors shall be entitled to receive (i) payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any the Subordinate Party Lender is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower Debtor on account of the Subordinate Debt, and the Senior Parties (ii) any payment or distribution of any kind or character, whether in cash or other assets, which shall be entitled payable or deliverable upon or with respect to receive directly, the Subordinate Debt for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties Creditors in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the BorrowerSubordinate Lender, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferentialvoidable, set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (b) In order to enable the Senior Parties Creditors to enforce their rights hereunder in any of the actions or proceedings described in this Section 9, upon the failure of any Subordinate Party to make and present, on a timely basis, a proof of claim against the Borrower on account of the Subordinate Debt or other motion or pleading as may be expedient or proper to establish such Subordinate Party’s entitlement to payment of any Subordinate Debt8, the Senior Parties are Collateral Agent is hereby irrevocably authorized and empowered, in their discretion and at the Subordinate Parties’ expenseits discretion, to make and present for and on behalf of such the Subordinate Party Lender, such proofs of claims or other motions or pleadings and, to the extent that any amount remains outstanding under the Senior Debt, and to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt. The Subordinate Parties shall not Lender hereby covenants and agrees to exercise any voting right or other privilege that it may have from time to time in any of the actions or proceedings described in this Section 9 8 in favour of any plan, proposal, compromise, arrangement or similar transaction that would defeatso as to give effect to: (i) the right of the Senior Parties Creditors to receive payments and distributions otherwise payable or deliverable upon or with respect to the Subordinate Debt so long as any Senior Debt remains outstanding; or (ii) the obligation of any the Subordinate Party Lender to receive, hold in trust, and pay over to the Senior Parties Creditors certain payments and distributions as contemplated by Section 11. Additionally9. (c) In the event of any dissolution, each winding up, reorganization, bankruptcy, insolvency, receivership or other similar proceedings relating to the Debtor, all rights of the Subordinate Party Lender to exercise the voting and other consensual rights pertaining to Subordinate Debt and the securities it owns or holds in the capital of the Debtor of which it would otherwise be entitled to exercise shall, upon receipt at the option of written notice from the Collateral Agent, thereafter vote any claim that it may have in an Insolvency Proceeding become vested in the manner so instructed by the Agent Collateral Agent, for and on behalf of the Senior Parties. (c) The parties agree that (i) Creditors, and the Senior Security Collateral Agent shall thereupon have the right, but not the obligation, to exercise such voting and other consensual rights. For such purpose, the Subordinate Lender hereby irrevocably appoints the Collateral Agent or any officer of the Collateral Agent as its attorney in fact, with full power and authority in the place and stead of the Subordinate Lender and in the name of the Subordinate Lender or otherwise, from time to time in the Collateral Agent’s absolute discretion and to the fullest extent permitted by law, to take any action and to execute any instruments which the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, and the Subordinate Security constitute two separate and distinct grants Lender hereby ratifies all such actions that such attorney shall lawfully do or cause to be done by virtue hereof. This power of security; and (ii) because of, among other things, their differing rights in the property attorney is a power coupled with an assignment of the Borrower, Subordinate Lender’s interest in any payments or distributions in respect of the Senior Debt is fundamentally different from the Subordinated Subordinate Debt and must shall be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceedingirrevocable.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower or any of its Subsidiaries or in connection with any composition with creditors or scheme of arrangement to which the Borrower or any of its Subsidiaries is a party (each an “Insolvency Proceeding”), the Senior Parties shall be entitled to receive payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any Subordinate Party is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower or any of its Subsidiaries on account of the Subordinate Debt, and the Senior Parties shall be entitled to receive directly, for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the BorrowerBorrower or any of its Subsidiaries, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferential, set aside or required to be paid to a trustee, receiver or other similar person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (b) In order to enable the Senior Parties to enforce their rights hereunder in any of the actions or proceedings described in this Section 9, upon the failure of any Subordinate Party to make and present, present on a timely basis, basis a proof of claim against the Borrower or any of its Subsidiaries on account of the Subordinate Debt or other motion or pleading as may be expedient or proper to establish such Subordinate Party’s ’ s entitlement to payment of any Subordinate Debt, the Senior Parties are hereby irrevocably authorized and empowered, in their discretion and at the Subordinate Parties’ expense, to make and present for and on behalf of such Subordinate Party such proofs of claims or other motions or pleadings and, to the extent that any amount remains outstanding under the Senior Debt, to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt. The Subordinate Parties shall not exercise any voting right or other privilege that it may have from time to time in any of the actions or proceedings described in this Section 9 in favour of any plan, proposal, compromise, arrangement or similar transaction that would defeat: (i) the right of the Senior Parties to receive payments and distributions otherwise payable or deliverable upon or with respect to the Subordinate Debt so long as any Senior Debt remains outstanding; or (ii) the obligation of any Subordinate Party to receive, hold in trust, and pay over to the Senior Parties certain payments and distributions as contemplated by Section 11. Additionally, each Subordinate Party shall, upon receipt of written notice from the Agent, thereafter vote any claim that it may have in an Insolvency Proceeding in the manner so instructed by the Agent on behalf of the Senior Parties. (c) The parties agree that (i) the Senior Security and the Subordinate Security constitute two separate and distinct grants of security; and (ii) because of, among other things, their differing rights in the property of the Borrower, the Senior Debt is fundamentally different from the Subordinated Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding.30543752.4

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution(a) any insolvency or bankruptcy case or proceeding, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the assets of the BorrowerCompany or to its creditors, as such, or the proceeds thereofto its assets, to creditors in connection with the bankruptcyor (b) any liquidation, reorganization, liquidation dissolution or winding-other winding up of the Borrower Company, whether voluntary or in connection with involuntary and whether or not involving insolvency or bankruptcy, or (c) any composition with assignment for the benefit of creditors or scheme any other marshalling of arrangement to which assets and liabilities of the Borrower is a party (each an “Insolvency Proceeding”)Company, then and in any such event the holders of Senior Parties Debt shall be entitled to receive payment in full (including interest accruing of all amounts due or to the date become due on or in respect of receipt of all Senior Debt, or provision shall be made for such payment at in money or money’s worth, before the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) holders of the Senior Debt before any Subordinate Party is Notes are entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower on account of principal of (or premium, if any) or interest on the Subordinate DebtNotes, and to that end the holders of Senior Parties Debt shall be entitled to receive directlyreceive, for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties in respect of the Senior Debt)hereof, any payment or distribution of any kind or character, whether in cash cash, property or other assetssecurities, which shall may be payable or deliverable upon in respect of the Notes in any such case, proceeding, dissolution, liquidation or with respect other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 15.2, the holder of any Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the Subordinate Debt. To time of such payment or distribution have been made known to such holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the extent any trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferential, set aside or required to be paid to a trustee, receiver or other similar person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (b) In order to enable the Senior Parties to enforce their rights hereunder in any of the actions or proceedings described in this Section 9, upon the failure of any Subordinate Party to make and present, on a timely basis, a proof of claim against the Borrower on account of the Subordinate Debt or other motion or pleading as may be expedient or proper to establish such Subordinate Party’s entitlement to payment of any Subordinate Debt, the Senior Parties are hereby irrevocably authorized and empowered, in their discretion and at the Subordinate Parties’ expense, to make and present for and on behalf of such Subordinate Party such proofs of claims or other motions or pleadings andremaining unpaid, to the extent that necessary to pay all Senior Debt in full, after giving effect to any amount remains outstanding under concurrent payment or distribution to or for the Senior Debt, to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account holders of the Senior Debt. The Subordinate Parties For purposes of this Section 15 only, the words “cash, property or securities” shall not exercise any voting right or other privilege that it may have from time be deemed to time in any include shares of stock of the actions Company as reorganized or proceedings described readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Section 9 in favour of any plan, proposal, compromise, arrangement or similar transaction that would defeat: (i) the right 15. The consolidation of the Senior Parties Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its properties and assets substantially as an entirety to receive payments another Person upon the terms and distributions otherwise payable conditions set forth in Section 10 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or deliverable upon marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or with respect to into which the Subordinate Debt so long Company is merged or the Person which acquires by sale, conveyance, transfer or lease such properties and assets substantially as any Senior Debt remains outstanding; or (ii) an entirety, as the obligation of any Subordinate Party to receivecase may be, hold in trust, and pay over to the Senior Parties certain payments and distributions as contemplated by Section 11. Additionally, each Subordinate Party shall, upon receipt as a part of written notice from such sale, consolidation, merger, conveyance, transfer or lease, comply with the Agent, thereafter vote any claim that it may have conditions set forth in an Insolvency Proceeding in the manner so instructed by the Agent on behalf of the Senior PartiesSection 10. (c) The parties agree that (i) the Senior Security and the Subordinate Security constitute two separate and distinct grants of security; and (ii) because of, among other things, their differing rights in the property of the Borrower, the Senior Debt is fundamentally different from the Subordinated Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower or in connection with any composition with creditors or scheme of arrangement to which the Borrower is a party (each an “Insolvency Proceeding”), the Senior Parties shall be entitled to receive payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any Subordinate Party is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower on account of the Subordinate Debt, and the Senior Parties shall be entitled to receive directly, for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after alter giving effect to any substantially concurrent payment or distribution to the Senior Parties in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferential, set aside or required to be paid to a trustee, receiver or other similar person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (b) In order to enable the Senior Parties to enforce their rights hereunder in any of the actions or proceedings described in this Section 9, upon the failure of any Subordinate Party to make and present, on a timely basis, a proof of claim against the Borrower on account of the Subordinate Debt or other motion or pleading as may be expedient or proper to establish such Subordinate Party’s entitlement to payment of any Subordinate Debt, the Senior Parties are hereby irrevocably authorized and empowered, in their discretion and at the Subordinate Parties’ expense, to make and present for and on behalf of such Subordinate Party such proofs of claims or other motions or pleadings and, to the extent that any amount remains outstanding under the Senior Debt, to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt. The Subordinate Parties shall not exercise any voting right or other privilege that it may have from time to time in any of the actions or proceedings described in this Section 9 in favour of any plan, proposal, compromise, arrangement or similar transaction that would defeat: (i) the right of the Senior Parties to receive payments and distributions otherwise payable or deliverable upon or with respect to the Subordinate Debt so long as any Senior Debt remains outstanding; or (ii) the obligation of any Subordinate Party to receive, hold in trust, and pay over to the Senior Parties certain payments and distributions as contemplated by Section 11. Additionally, each Subordinate Party shall, upon receipt of written notice from the Agent, thereafter vote any claim that it may have in an Insolvency Proceeding in the manner so instructed by the Agent on behalf of the Senior Parties. (c) The parties agree that (i) the Senior Security and the Subordinate Security constitute two separate and distinct grants of security; and (ii) because of, among other things, their differing rights in the property of the Borrower, the Senior Debt is fundamentally different from the Subordinated Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the BorrowerDebtor, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-winding - up of the Borrower Debtor or in connection with any composition with creditors or scheme of arrangement to which the Borrower Debtor is a party (each an “Insolvency Proceeding”)party, the Senior Parties Creditors shall be entitled to receive (i) payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any the Subordinate Party Lender is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower Debtor on account of the Subordinate Debt, and the Senior Parties (ii) any payment or distribution of any kind or character, whether in cash or other assets, which shall be entitled payable or deliverable upon or with respect to receive directly, the Subordinate Debt for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties Creditors in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the BorrowerSubordinate Lender, as proceeds of security or enforcement of any right of set-set - off or otherwise) is declared to be a fraudulent preference or otherwise preferentialvoidable, set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. . (b) In order to enable the Senior Parties Creditors to enforce their rights hereunder in any of the actions or proceedings described in this Section 9, upon the failure of any Subordinate Party to make and present, on a timely basis, a proof of claim against the Borrower on account of the Subordinate Debt or other motion or pleading as may be expedient or proper to establish such Subordinate Party’s entitlement to payment of any Subordinate Debt8, the Senior Parties are Collateral Agent is hereby irrevocably authorized and empowered, in their discretion and at the Subordinate Parties’ expenseits discretion, to make and present for and on behalf of such the Subordinate Party Lender, such proofs of claims or other motions or pleadings and, to the extent that any amount remains outstanding under the Senior Debt, and to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt. The Subordinate Parties shall not exercise any voting right or other privilege that it may have from time to time in any of the actions or proceedings described in this Section 9 in favour of any plan, proposal, compromise, arrangement or similar transaction that would defeat: (i) the right of the Senior Parties to receive payments and distributions otherwise payable or deliverable upon or with respect to the Subordinate Debt so long as any Senior Debt remains outstanding; or (ii) the obligation of any Subordinate Party to receive, hold in trust, and pay over to the Senior Parties certain payments and distributions as contemplated by Section 11. Additionally, each Subordinate Party shall, upon receipt of written notice from the Agent, thereafter vote any claim that it may have in an Insolvency Proceeding in the manner so instructed by the Agent on behalf of the Senior Parties. (c) The parties agree that (i) the Senior Security and the Subordinate Security constitute two separate and distinct grants of security; and (ii) because of, among other things, their differing rights in the property of the Borrower, the Senior Debt is fundamentally different from the Subordinated Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding.all

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the BorrowerDebtor, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower Debtor or in connection with any composition with creditors or scheme of arrangement to which the Borrower Debtor is a party (each each, an “Insolvency Proceeding”), the Senior Parties Lender shall be entitled to receive (i) payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any the Subordinate Party Lender is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower Debtor on account of the Subordinate Subordinated Debt, and the Senior Parties (ii) any payment or distribution of any kind or character, whether in cash or other assets, which shall be entitled payable or deliverable upon or with respect to receive directly, the Subordinated Debt for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties Lender in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the BorrowerDebtor or any Subordinate Lender, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferentialvoidable, set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (b) In order to enable the Senior Parties Lender to enforce their its rights hereunder in any of the actions or proceedings described in this Section 9Insolvency Proceeding, upon the failure of any Subordinate Party to make and present, on a timely basis, a proof of claim against the Borrower on account of the Subordinate Debt or other motion or pleading as may be expedient or proper to establish such Subordinate Party’s entitlement to payment of any Subordinate Debt, the Senior Parties are Lender hereby irrevocably authorized authorizes and empoweredempowers Senior Lender, in their discretion and at the Subordinate Parties’ expenseits discretion, to make and present for and on behalf of such the Subordinate Party Lender, such proofs of claims claim or other motions or pleadings and, to the extent that any amount remains outstanding under the Senior Debt, and to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt. The Debtor and the Subordinate Parties shall not Lender each hereby covenant and agree to exercise any voting right or other privilege that it may have from time to time in any of the actions or proceedings described in this Section 9 Insolvency Proceeding in favour of any plan, proposal, compromise, arrangement or similar transaction that would defeatso as to give effect to: (i) the right of the Senior Parties Lender to receive payments and distributions otherwise payable or deliverable upon or with respect to the Subordinate Subordinated Debt so long as any Senior Debt remains outstanding; or (ii) the obligation of any the Subordinate Party Lender to receive, hold in trust, and pay over to the Senior Parties Lender certain payments and distributions as contemplated by Section 11. Additionally, each Subordinate Party shall, upon receipt of written notice from the Agent, thereafter vote any claim that it may have in an Insolvency Proceeding in the manner so instructed by the Agent on behalf of the Senior Parties9. (c) The parties agree that (i) In the event of any Insolvency Proceeding, all rights of the Subordinate Lender to exercise the voting and other consensual rights pertaining to Subordinated Debt and the securities it owns or holds in the capital of the Debtor of which it would otherwise be entitled to exercise shall, at the option of Senior Security Lender, become vested in Senior Lender, and Senior Lender shall thereupon have the right, but not the obligation, to exercise such voting and other consensual rights. For such purpose, the Subordinate Lender hereby irrevocably appoints Senior Lender or any officer of Senior Lender as its attorney in fact, with full power and authority in the place and stead of the Subordinate Lender, from time to time in Senior Lender’s absolute discretion and to the fullest extent permitted by law, to take any action and to execute any instruments which Senior Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, and the Subordinate Security constitute two separate and distinct grants Lender hereby ratifies all such actions that such attorney shall lawfully do or cause to be done by virtue hereof. This power of security; and (ii) because of, among other things, their differing rights in the property attorney is a power coupled with an assignment of the Borrower, the Senior Debt is fundamentally different from Subordinate Lender’s interest in any payments or distributions in respect of the Subordinated Debt and must shall be separately classified in irrevocable. The Subordinate Lender hereby agrees to be bound by all lawful acts taken pursuant to the power of attorney granted herein and hereby waives any plan of reorganization proposed defences which may be available to contest, negate or adopted in an Insolvency Proceedingdisaffirm any such acts.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the BorrowerDebtor, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-winding - up of the Borrower Debtor or in connection with any composition with creditors or scheme of arrangement to which the Borrower Debtor is a party (each an “Insolvency Proceeding”)party, the Senior Parties Creditors shall be entitled to receive (i) payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any the Subordinate Party Lender is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower Debtor on account of the Subordinate Debt, and the Senior Parties (ii) any payment or distribution of any kind or character, whether in cash or other assets, which shall be entitled payable or deliverable upon or with respect to receive directly, the Subordinate Debt for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties Creditors in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt) . To the extent any payment of Senior Debt (whether by or on behalf of the BorrowerSubordinate Lender, as proceeds of security or enforcement of any right of set-set - off or otherwise) is declared to be a fraudulent preference or otherwise preferentialvoidable, set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. occurred . (b) In order to enable the Senior Parties Creditors to enforce their rights hereunder in any of the actions or proceedings described in this Section 9, upon the failure of any Subordinate Party to make and present, on a timely basis, a proof of claim against the Borrower on account of the Subordinate Debt or other motion or pleading as may be expedient or proper to establish such Subordinate Party’s entitlement to payment of any Subordinate Debt8 , the Senior Parties are Agent is hereby irrevocably authorized and empowered, in their discretion and at the Subordinate Parties’ expenseits discretion, to make and present for and on behalf of such the Subordinate Party Lender, such proofs of claims or other motions or pleadings and, to the extent that any amount remains outstanding under the Senior Debt, and to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior DebtDebt . The Subordinate Parties shall not Lender hereby covenants and agrees to exercise any voting right or other privilege that it may have from time to time in any of the actions or proceedings described in this Section 9 8 in favour of any plan, proposal, compromise, arrangement or similar transaction that would defeatso as to give effect to : (i) the right of the Senior Parties Creditors to receive payments and distributions otherwise payable or deliverable upon or with respect to the Subordinate Debt so long as any Senior Debt remains outstandingoutstanding ; or (ii) the obligation of any the Subordinate Party Lender to receive, hold in trust, and pay over to the Senior Parties Creditors certain payments and distributions as contemplated by Section 11. Additionally, each Subordinate Party shall, upon receipt of written notice from the Agent, thereafter vote any claim that it may have in an Insolvency Proceeding in the manner so instructed by the Agent on behalf of the Senior Parties9 . (c) The parties agree that (i) the Senior Security and the Subordinate Security constitute two separate and distinct grants of security; and (ii) because of, among other things, their differing rights in the property of the Borrower, the Senior Debt is fundamentally different from the Subordinated Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding.

Liquidation; Dissolution; Bankruptcy; Etc. (a) a. In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the BorrowerDebtor, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower Debtor or in connection with any composition with creditors or scheme of arrangement to which the Borrower Debtor is a party (each an “Insolvency Proceeding”)party, the Senior Parties Creditors shall be entitled to receive (i) payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any the Subordinate Party Lender is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower Debtor on account of the Subordinate Debt, and the Senior Parties (ii) any payment or distribution of any kind or character, whether in cash or other assets, which shall be entitled payable or deliverable upon or with respect to receive directly, the Subordinate Debt for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties Creditors in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the BorrowerSubordinate Lender, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferentialvoidable, set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (b) b. In order to enable the Senior Parties Creditors to enforce their rights hereunder in any of the actions or proceedings described in this Section 9, upon the failure of any Subordinate Party to make and present, on a timely basis, a proof of claim against the Borrower on account of the Subordinate Debt or other motion or pleading as may be expedient or proper to establish such Subordinate Party’s entitlement to payment of any Subordinate Debt8, the Senior Parties are Collateral Agent is hereby irrevocably authorized and empowered, in their discretion and at the Subordinate Parties’ expenseits discretion, to make and present for and on behalf of such the Subordinate Party Lender, such proofs of claims or other motions or pleadings and, to the extent that any amount remains outstanding under the Senior Debt, and to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt. The Subordinate Parties shall not Lender hereby covenants and agrees to exercise any voting right or other privilege that it may have from time to time in any of the actions or proceedings described in this Section 9 8 in favour of any plan, proposal, compromise, arrangement or similar transaction that would defeatso as to give effect to: (i) the right of the Senior Parties Creditors to receive payments and distributions otherwise payable or deliverable upon or with respect to the Subordinate Debt so long as any Senior Debt remains outstanding; or (ii) the obligation of any the Subordinate Party Lender to receive, hold in trust, and pay over to the Senior Parties Creditors certain payments and distributions as contemplated by Section 11. Additionally9. c. In the event of any dissolution, each winding up, reorganization, bankruptcy, insolvency, receivership or other similar proceedings relating to the Debtor, all rights of the Subordinate Party Lender to exercise the voting and other consensual rights pertaining to Subordinate Debt and the securities it owns or holds in the capital of the Debtor of which it would otherwise be entitled to exercise shall, upon receipt at the option of written notice from the Collateral Agent, thereafter vote any claim that it may have in an Insolvency Proceeding become vested in the manner so instructed by the Agent Collateral Agent, for and on behalf of the Senior Parties. (c) The parties agree that (i) Creditors, and the Senior Security Collateral Agent shall thereupon have the right, but not the obligation, to exercise such voting and other consensual rights. For such purpose, the Subordinate Lender hereby irrevocably appoints the Collateral Agent or any officer of the Collateral Agent as its attorney in fact, with full power and authority in the place and stead of the Subordinate Lender and in the name of the Subordinate Lender or otherwise, from time to time in the Collateral Agent’s absolute discretion and to the fullest extent permitted by law, to take any action and to execute any instruments which the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, and the Subordinate Security constitute two separate and distinct grants Lender hereby ratifies all such actions that such attorney shall lawfully do or cause to be done by virtue hereof. This power of security; and (ii) because of, among other things, their differing rights in the property attorney is a power coupled with an assignment of the Borrower, Subordinate Lender’s interest in any payments or distributions in respect of the Senior Debt is fundamentally different from the Subordinated Subordinate Debt and must shall be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceedingirrevocable.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower or in connection with any composition with creditors or scheme of arrangement to which the Borrower is a party (each an “Insolvency Proceeding”), the Senior Parties Debt (including any and all payments to Holders of the Senior Notes) shall be entitled to receive payment paid in full (including interest interest, premiums, and other amounts accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim or allowable in any such proceeding) , default interest and any applicable premiums, fees or make-whole amounts), pursuant to the terms thereof, before the Holders of the Senior Debt before any Subordinate Party is Last Out Notes shall be entitled to receive any direct or indirect payment or distribution (including of any cash or and/or any other assets of the Borrower on account of the Subordinate DebtCo-Obligors), and the Holders of the Senior Parties Notes shall be entitled to receive directly, for application in payment of such Senior Debt Notes (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties in respect Holders of the Senior DebtNotes), any payment or distribution of any kind or character, whether in cash or other assets, which shall would otherwise be payable or deliverable upon or with respect to the Subordinate DebtLast Out Obligations. To the extent any payment of Senior Debt (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of setCo-off Obligors or otherwise) is declared to be a fraudulent preference or otherwise preferential, set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt or part thereof originally intended to be satisfied shall be (and otherwise deemed to be be) fully reinstated and outstanding as if such payment had not occurred. (b) In order to enable . The Trustee on behalf of the Holders of the Senior Parties to enforce their rights hereunder in any of the actions or proceedings described in this Section 9, upon the failure of any Subordinate Party to make and present, on a timely basis, a proof of claim against the Borrower on account of the Subordinate Debt or other motion or pleading as may be expedient or proper to establish such Subordinate Party’s entitlement to payment of any Subordinate Debt, the Senior Parties are hereby Notes is irrevocably authorized and empowered, in their discretion and at the Subordinate Parties’ expense, empowered to make and present for and on behalf of such Subordinate Party the Holders of the Last Out Notes, such proofs of claims claim or other motions or pleadings and, to the extent that any amount remains outstanding under the Senior Debt, and to demand, receive and collect any and all dividends or other payments or and disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt. The Subordinate Parties shall not exercise any voting right or other privilege that it may have from time Debt in order to time in any of enable the actions or proceedings described in this Section 9 in favour of any plan, proposal, compromise, arrangement or similar transaction that would defeat: (i) the right Holders of the Senior Parties to receive payments and distributions otherwise payable Notes or deliverable upon or with respect to the Subordinate Debt so long as any Senior Debt remains outstanding; or (ii) the obligation of any Subordinate Party to receive, hold in trust, and pay over to the Senior Parties certain payments and distributions as contemplated by Section 11. Additionally, each Subordinate Party shall, upon receipt of written notice from the Agent, thereafter vote any claim that it may have in an Insolvency Proceeding in the manner so instructed by the Agent Trustee on behalf of the Senior Parties. (c) The parties agree that (i) Holders of the Senior Security Notes to enforce any and the Subordinate Security constitute two separate all of its and distinct grants of security; and (ii) because of, among other things, their differing rights in the property of the Borrower, the Senior Debt is fundamentally different from the Subordinated Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceedinghereunder.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower or in connection with any composition with creditors or scheme of arrangement to which the Borrower is a party (each an “Insolvency Proceeding”), the Senior Parties shall be entitled to receive payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any Subordinate Party is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower on account of the Subordinate Debt, and the Senior Parties shall be entitled to receive directly, for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferential, set aside or required to be paid to a trustee, receiver or other similar person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (b) In order to enable the Senior Parties to enforce their rights hereunder in any of the actions or proceedings described in this Section 9, upon the failure of any Subordinate Party to make and present, present on a timely basis, basis a proof of claim against the Borrower on account of the Subordinate Debt or other motion or pleading as 30479426.3 ‑ 7 ‑ may be expedient or proper to establish such Subordinate Party’s ’ s entitlement to payment of any Subordinate Debt, the Senior Parties are hereby irrevocably authorized and empowered, in their discretion and at the Subordinate Parties’ expense, to make and present for and on behalf of such Subordinate Party such proofs of claims or other motions or pleadings and, to the extent that any amount remains outstanding under the Senior Debt, to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt. The Subordinate Parties shall not exercise any voting right or other privilege that it may have from time to time in any of the actions or proceedings described in this Section 9 in favour of any plan, proposal, compromise, arrangement or similar transaction that would defeat: (i) the right of the Senior Parties to receive payments and distributions otherwise payable or deliverable upon or with respect to the Subordinate Debt so long as any Senior Debt remains outstanding; or (ii) the obligation of any Subordinate Party to receive, hold in trust, and pay over to the Senior Parties certain payments and distributions as contemplated by Section 11. Additionally, each Subordinate Party shall, upon receipt of written notice from the Agent, thereafter vote any claim that it may have in an Insolvency Proceeding in the manner so instructed by the Agent on behalf of the Senior Parties. (c) The parties agree that (i) the Senior Security and the Subordinate Security constitute two separate and distinct grants of security; and (ii) because of, among other things, their differing rights in the property of the Borrower, the Senior Debt is fundamentally different from the Subordinated Subordinate Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding.

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganization, liquidation or winding-up of the Borrower or in connection with any composition with creditors or scheme of arrangement to which the Borrower is a party (each an “Insolvency Proceeding”), the Senior Parties shall be entitled to receive payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt before any Subordinate Party is entitled to receive any direct or indirect payment or distribution of any cash or other assets of the Borrower on account of the Subordinate Debt, and the Senior Parties shall be entitled to receive directly, for application in payment of such Senior Debt (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties in respect of the Senior Debt), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate Debt. To the extent any payment of Senior Debt (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be a fraudulent preference or otherwise preferential, set aside or required to be paid to a trustee, receiver or other similar person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (b) In order to enable the Senior Parties to enforce their rights hereunder in any of the actions or proceedings described in this Section 9, upon the failure of any Subordinate Party to make and present, present on a timely basis, basis a proof of claim against the Borrower on account of the Subordinate Debt or other motion or pleading as may be expedient or proper to establish such Subordinate Party’s ’ s entitlement to payment of any Subordinate Debt, the Senior Parties are hereby irrevocably authorized and empowered, in their discretion and at the Subordinate Parties’ expense, to make and present for and on behalf of such Subordinate Party such proofs of claims or other motions or pleadings and, to the extent that any amount remains outstanding under the Senior Debt, to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Debt. The Subordinate Parties shall not exercise any voting right or other privilege that it may have from time to time in any of the actions or proceedings described in this Section 9 in favour of any plan, proposal, compromise, arrangement or similar transaction that would defeat: (i) the right of the Senior Parties to receive payments and distributions otherwise payable or deliverable upon or with respect to the Subordinate Debt so long as any Senior Debt remains outstanding; or (ii) the obligation of any Subordinate Party to receive, hold in trust, and pay over to the Senior Parties certain payments and distributions as contemplated by Section 11. Additionally, each Subordinate Party shall, upon receipt of written notice from the Agent, thereafter vote any claim that it may have in an Insolvency Proceeding in the manner so instructed by the Agent on behalf of the Senior Parties. (c) The parties agree that (i) the Senior Security and the Subordinate Security constitute two separate and distinct grants of security; and (ii) because of, among other things, their differing rights in the property of the Borrower, the Senior Debt is fundamentally different from the Subordinated Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding.30479426.3

Liquidation; Dissolution; Bankruptcy; Etc. (a) In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the BorrowerSRT, or the proceeds thereof, to creditors in connection with the bankruptcy, reorganizationinsolvency, liquidation or winding-up of the Borrower SRT or in connection with any composition with creditors or scheme of arrangement to which the Borrower SRT is a party (each an “Insolvency Proceeding”)party, the Senior Parties ECF Lenders shall be entitled to receive payment in full (including interest accruing to the date of receipt of such payment at the applicable rate provided for in the Credit Agreement whether or not allowed as a claim in any such proceeding) of the Senior Debt ECF Obligations before any Subordinate Party of the Convertible Debentureholders or the CTR Lenders is entitled to receive any direct or indirect payment from SRT or distribution of any cash or other assets of the Borrower SRT on account of the Subordinate DebtConvertible Debenture Obligations (other than payments through the issuance of PIK Debentures, and payments in the Senior Parties form of conversion of Convertible Debentures into Common Shares), the CTR Obligations or the CTR Guarantee Obligations. The ECF Lenders shall be entitled to receive directly, for application in payment of such Senior Debt ECF Obligations (to the extent necessary to pay all Senior Debt ECF Obligations in full after giving effect to any substantially concurrent payment or distribution to the Senior Parties ECF Lenders in respect of the Senior DebtECF Obligations), any payment or distribution of any kind or character, whether in cash or other assets, which shall be payable or deliverable upon or with respect to the Subordinate DebtConvertible Debenture Obligations, the CTR Obligations or the CTR Guarantee Obligations in violation of the preceding sentence. Without limitation, the ECF Lenders shall be permitted to elect as between cash consideration and non-cash consideration in satisfaction of the ECF Obligations, and SRT and each of the CTR Lenders and the Trustees consents to any such election by the ECF Lenders. (b) To the extent that any payment of Senior Debt any Creditor's Obligations (whether by or on behalf of the BorrowerSRT, as proceeds of security Proceeds or enforcement of any right of set-off or otherwise) is declared by a court of competent jurisdiction to be void or voidable (including, without limitation, as a consequence of being declared to be a fraudulent preference or otherwise preferential), or is set aside or required to be paid to a trustee, receiver or other similar person Person under any bankruptcy, insolvency, receivership or similar law, then if such payment is recoverable by, or paid over to, such trustee, receiver or other personPerson, the Senior Debt such Obligations or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred, and the provisions of this Inter-Creditor Agreement shall continue to apply to such Obligations which are so reinstated. (bc) In order to enable the Senior Parties ECF Lenders to enforce their respective rights hereunder under this Inter-Creditor Agreement in any of the actions or proceedings described in this Section 914, upon the failure of any Subordinate Party the Trustees or the CTR Lenders to make and present, present on a timely basis, basis a proof of claim against the Borrower SRT on account of the Subordinate Debt Convertible Debenture Obligations or the CTR Guarantee Obligations or other motion or pleading pleading, as may be expedient or proper to establish such Subordinate Party’s the Convertible Debentureholders' and the CTR Lenders' entitlement to payment of any Subordinate DebtConvertible Debenture Obligations or the CTR Guarantee Obligations, the Senior Parties ECF Lenders are hereby irrevocably authorized and empoweredempowered (until the ECF Obligations have been indefeasibly paid and performed in full and the ECF Credit Agreement has been terminated), in their discretion and at the Subordinate Parties’ SRT's sole expense, to make and present for and on behalf of such Subordinate Party the Convertible Debentureholders and the CTR Lenders such proofs of claims or other motions or pleadings and, to the extent that any amount remains outstanding under the Senior Debt, and to demand, receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior DebtECF Obligations. The Subordinate Parties shall Trustees and the CTR Lenders hereby covenant and agree not to exercise any voting right or other privilege that it they may have from time to time in any of the actions or proceedings described in this Section 9 14 in favour of any plan, proposal, compromise, arrangement or similar transaction that would does not provide for the payment of the ECF Obligations prior to the Convertible Debenture Obligations and the CTR Guarantee Obligations or which otherwise may defeat, restrict or impair: (i) the right of the Senior Parties ECF Lenders to receive payments and distributions otherwise payable or deliverable upon or with respect to the Subordinate Debt Convertible Debenture Obligations or the CTR Guarantee Obligations in violation of Paragraph (a) of this Section 14 so long as any Senior Debt ECF Obligations remains outstanding; or (ii) the obligation of any Subordinate Party the Convertible Debentureholders and the CTR Lenders to receive, hold in trust, and pay over to the Senior Parties ECF Lenders certain payments and distributions as contemplated by this Section 1114. Additionally, each If and to the extent that amounts payable to the Subordinate Party shall, upon receipt of written notice from the Agent, thereafter vote any claim that it may have in an Insolvency Proceeding in the manner so instructed by the Agent Creditors are applied on behalf account of the Senior Parties. (c) The parties agree ECF Obligations in accordance with this Section 14, the Subordinate Creditors shall be subrogated to the rights of the ECF Lenders as against SRT; provided that (i) no Subordinate Creditor shall have any right to be subrogated to the Senior Security rights of the ECF Lenders until the ECF Obligations have been indefeasibly paid and performed in full and the Subordinate Security constitute two separate and distinct grants of security; and (ii) because of, among other things, their differing rights in the property of the Borrower, the Senior Debt is fundamentally different from the Subordinated Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency ProceedingECF Credit Agreement has been terminated.