Common use of Liquidation, Dissolution or Bankruptcy Clause in Contracts

Liquidation, Dissolution or Bankruptcy. (i) Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of any amount owing in respect of the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend); (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness, as their interests may appear; and (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness), as their interests may appear, for application to the payment of all Senior Indebtedness until all Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness in respect of such Senior Indebtedness. (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “Reorganization Proceeding”) is commenced and is continuing and (B) the Holder does not file proper claims or proofs of claim in the form required in a Reorganization Proceeding prior to 45 days before the expiration of the time to file such claims, then (1) upon the request of the Trustee, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee to enable it to exercise in the sole discretion of the Trustee any and all voting rights attributable to the Subordinated Security which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Security, and (2) whether or not the Trustee shall take the action described in clause (1) above, the Trustee shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holder.

Liquidation, Dissolution or Bankruptcy. (i) Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of any amount owing in respect of the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend); (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness, as their interests may appear; and (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets or securities of the Obligor Company of any kind or character, whether in Cashcash, Property property or Securitiessecurities, shall be received by upon any dissolution or winding up or total or partial liquidation or reorganization of the Holder before all Senior Indebtedness is paid Company, whether voluntary or involuntary, or in fullbankruptcy, such payment insolvency, receivership or distribution shall be held in trust other proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company, all Senior Debt shall first be paid over in full in cash, or payment provided for in cash or cash equivalents in a manner satisfactory to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness Debt, before any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of (equally or premium, if any) or interest on the Notes and ratably to that end the holders of Senior Debt shall be entitled to receive (subject to any agreements among the holders of Senior Indebtedness)Debt, as their interests may appearpro rata on the basis of the respective amounts of Senior Debt held by them) directly, for application to the payment of thereof (to the extent necessary to pay all Senior Indebtedness until all Senior Indebtedness shall have been paid Debt in full after giving effect to any substantially concurrent payment or distribution to or provision for payment to the holders of Senior Indebtedness in respect of such Senior Indebtedness. Debt), any payment or distribution of any kind or character, whether in cash, property or securities, which the Holders of the Notes would be entitled but for this Article XIII, except that the Holders of the Notes may receive and retain equity securities of the Company or debt securities of the Company that are subordinated to Senior Debt (iiand any debt securities issued in exchange for Senior Debt) If (A) to substantially the same extent as, or to a bankruptcygreater extent than, reorganization, insolvency, receivership or similar proceeding relating the Notes are subordinated to the Obligor Senior Debt pursuant to this Article XIII. The holders of Senior Debt are hereby authorized to file an appropriate claim for and on behalf of the Holders if they or its property (any of them do not file, and there is not otherwise filed on behalf of the Holders, a “Reorganization Proceeding”) is commenced and is continuing and (B) the Holder does not file proper claims claim or proofs proof of claim in the form required in a Reorganization Proceeding any such proceeding prior to 45 30 days before the expiration of the time to file such claims, then (1) upon the request of the Trustee, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee to enable it to exercise in the sole discretion of the Trustee any and all voting rights attributable to the Subordinated Security which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Security, and (2) whether or not the Trustee shall take the action described in clause (1) above, the Trustee shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holderclaims.

Liquidation, Dissolution or Bankruptcy. (i) Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of principal of or interest on, or any other amount owing in respect of of, the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend)Notes; (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) absolutely and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to to, the Trustee and/or other Representative Agent on behalf of the holders of Senior IndebtednessIndebtedness under the Credit Agreement, as their interests may appear; and (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other Representative Agent on behalf of the holders of Senior Indebtedness (equally and ratably among under the holders of Senior Indebtedness)Credit Agreement, as their interests may appear, for application to the payment of all Senior Indebtedness under the Credit Agreement until all such Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness under the Credit Agreement in respect of such Senior Indebtedness. (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “Reorganization Proceeding”) is commenced and is continuing and (B) the Holder does not file proper claims or proofs of claim in the form required in a Reorganization Proceeding prior to 45 days before the expiration of the time to file such claims, then (1) upon the request of the TrusteeAgent, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security Notes and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee Agent to enable it to exercise in the sole discretion of the Trustee Agent any and all voting rights attributable to the Subordinated Security Notes which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security Notes and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated SecurityNotes, and (2) whether or not the Trustee Agent shall take the action described in clause (1) above, the Trustee Agent shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee Agent to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holder.

Liquidation, Dissolution or Bankruptcy. (i) Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of any amount owing in respect of the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend); (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness, as their interests may appear; and (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness), as their interests may appear, for application to the payment of all Senior Indebtedness until all Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness in respect of such Senior Indebtedness. (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “"Reorganization Proceeding”") is commenced and is continuing and (B) the Holder does not file proper claims or proofs of claim in the form required in a Reorganization Proceeding prior to 45 days before the expiration of the time to file such claims, then (1) upon the request of the Trustee, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee to enable it to exercise in the sole discretion of the Trustee any and all voting rights attributable to the Subordinated Security which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Security, and (2) whether or not the Trustee shall take the action described in clause (1) above, the Trustee shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holder.

Liquidation, Dissolution or Bankruptcy. (i) Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of any amount owing in respect of the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend); (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness, as their interests may appear; and (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets or securities of the Obligor Company of any kind or character, whether in Cashcash, Property property or Securitiessecurities, shall be received by upon any dissolution or winding up or total or partial liquidation or reorganization of the Holder before all Senior Indebtedness is paid Company, whether voluntary or involuntary, or in fullbankruptcy, such payment insolvency, receivership or distribution shall be held in trust other proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company, all Senior Debt shall first be paid over in full in cash, or payment provided for in cash or Cash Equivalents in a manner satisfactory to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness Debt, before any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of (equally or premium, if any) or interest on the Notes and ratably among to that end the holders of Senior Indebtedness), as their interests may appearDebt shall be entitled to receive (pro rata on the basis of the respective amounts of Senior Debt held by them) directly, for application to the payment of thereof (to the extent necessary to pay all Senior Indebtedness until all Senior Indebtedness shall have been paid Debt in full after giving effect to any substantially concurrent payment or distribution to or provision for payment to the holders of Senior Indebtedness in respect of such Senior Indebtedness. Debt), any payment or distribution of any kind or character, whether in cash, property or securities, which the Holders of the Notes would be entitled but for this Article XIII, except that the Holders of the Notes may receive and retain equity securities of the Company or debt securities of the Company that are subordinated to Senior Debt (iiand any debt securities issued in exchange for Senior Debt) If (A) to substantially the same extent as, or to a bankruptcygreater extent than, reorganization, insolvency, receivership or similar proceeding relating the Notes are subordinated to the Obligor Senior Debt pursuant to this Article XIII. The holders of Senior Debt are hereby authorized to file an appropriate claim for and on behalf of the Holders if they or its property (any of them do not file, and there is not otherwise filed on behalf of the Holders, a “Reorganization Proceeding”) is commenced and is continuing and (B) the Holder does not file proper claims claim or proofs proof of claim in the form required in a Reorganization Proceeding any such proceeding prior to 45 30 days before the expiration of the time to file such claims, then (1) upon the request of the Trustee, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee to enable it to exercise in the sole discretion of the Trustee any and all voting rights attributable to the Subordinated Security which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Security, and (2) whether or not the Trustee shall take the action described in clause (1) above, the Trustee shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holderclaims.

Liquidation, Dissolution or Bankruptcy. (i) Upon any payment or distribution of assets or securities of the Obligor to creditors Company of any kind or character, whether in cash, property or securities, upon a any dissolution or winding up or total or partial liquidation or dissolution or winding-up reorganization of the Obligor Company, whether voluntary or involuntary, or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case other proceedings or proceeding relating to upon an assignment for the Obligor benefit of creditors or its property or any other marshalling of the assets and liabilities of the Obligor: Company (A) an "Insolvency Event"), all Senior Indebtedness shall first be paid in full in cash or Discharged, or payment provided for in cash or Cash Equivalents, in a manner satisfactory to the holders of Senior Indebtedness, before any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of or interest on the Notes and to that end the holders of Senior Indebtedness shall be entitled to receive (pro rata on the basis of the respective amounts of Senior Indebtedness held by them) directly, for application to the payment thereof (to the extent necessary to pay in full of in cash or Discharge all Senior Indebtedness before the Holder shall be entitled after giving effect to receive any substantially concurrent payment of any amount owing in respect of the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, distribution to or dividend); (B) until provision for payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of such Senior Indebtedness) and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness, as their interests may appear; and (C) in the event that, notwithstanding the foregoing), any payment or distribution of assets of the Obligor of any kind or character, whether in Cashcash, Property property or Securitiessecurities, shall to which the Holders of the Notes would be received by entitled but for this Article XII, except that the Holder before all Holders of the Notes may receive and retain (i) equity securities of the Company or debt securities of the Company that are subordinated to Senior Indebtedness is paid (and any debt securities issued in fullexchange for Senior Indebtedness) to substantially the same extent as, such payment or distribution shall be held in trust for to a greater extent than, the benefit of and shall be paid over Notes are subordinated to the Trustee and/or other Representative Senior Indebtedness pursuant to this Article XII and (ii) the proceeds of any sale of Collateral regardless of whether such sale occurs in respect of or in connection with an Insolvency Event. The holders of Senior Indebtedness are hereby authorized to file an appropriate claim for and on behalf of the holders Holders if the Holders or any of Senior Indebtedness (equally them do not file, and ratably among there is not otherwise filed on behalf of the holders of Senior Indebtedness)Holders, as their interests may appear, for application to the payment of all Senior Indebtedness until all Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment a proper claim or distribution to the holders of Senior Indebtedness in respect of such Senior Indebtedness. (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “Reorganization Proceeding”) is commenced and is continuing and (B) the Holder does not file proper claims or proofs proof of claim in the form required in a Reorganization Proceeding any such proceeding prior to 45 30 days before the expiration of the time to file such claims, then (1) upon the request of the Trustee, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee to enable it to exercise in the sole discretion of the Trustee any and all voting rights attributable to the Subordinated Security which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Security, and (2) whether or not the Trustee shall take the action described in clause (1) above, the Trustee shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holderclaims.

Liquidation, Dissolution or Bankruptcy. (i) Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor:, 1.1 (26) - 1 (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of principal of or interest on, or any other amount owing in respect of of, the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend)Notes; (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) absolutely and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to to, the Trustee and/or other Representative on Administrative Agent behalf of the holders of Senior IndebtednessIndebtedness under the Credit Agreement, as their interests may appear; and (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other Representative Administrative Agent on behalf of the holders of Senior Indebtedness (equally and ratably among under the holders of Senior Indebtedness)Credit Agreement, as their interests may appear, for application to the payment of all Senior Indebtedness under the Credit Agreement until all such Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness under the Credit Agreement in respect of such Senior Indebtedness. (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “"Reorganization Proceeding”") is commenced and is continuing and (B) the Holder does not file proper claims or proofs of claim in the form required in a Reorganization Proceeding prior to 45 days before the expiration of the time to file such claims, then (1) upon the request of the TrusteeAdministrative Agent, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security Notes and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee Administrative Agent to enable it to exercise in the sole discretion of the Trustee Administrative Agent any and all voting rights attributable to the Subordinated Security Notes which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security Notes and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated SecurityNotes, and (2) whether or not the Trustee Administrative Agent shall take the action described in clause (1) above, the Trustee Administrative Agent shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee Administrative Agent to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holder.

Liquidation, Dissolution or Bankruptcy. (i) Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of principal of or interest on, or any other amount owing in respect of of, the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend)Notes; (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) absolutely and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to to, the Trustee and/or other Representative on Administrative Agent behalf of the holders of Senior IndebtednessIndebtedness under the Credit Agreement, as their interests may appear; and (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other Representative Administrative Agent on behalf of the holders of Senior Indebtedness (equally and ratably among under the holders of Senior Indebtedness)Credit Agreement, as their interests may appear, for application to the payment of all Senior Indebtedness under the Credit Agreement until all such Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness under the Credit Agreement in respect of such Senior Indebtedness. (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “Reorganization Proceeding”"REORGANIZATION PROCEEDING") is commenced and is continuing and (B) the Holder does not file proper claims or proofs of claim in the form required in a Reorganization Proceeding prior to 45 days before the expiration of the time to file such claims, then then (1) upon the request of the TrusteeAdministrative Agent, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security Notes and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee Administrative Agent to enable it to exercise in the sole discretion of the Trustee Administrative Agent any and all voting rights attributable to the Subordinated Security Notes which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security Notes and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated SecurityNotes, and (2) whether or not the Trustee Administrative Agent shall take the action described in clause (1) above, the Trustee Administrative Agent shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee Administrative Agent to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holder.

Liquidation, Dissolution or Bankruptcy. (i) Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of any amount owing in respect of the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend); (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness, as their interests may appear; and (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness), as their interests may appear, for application to the payment of all Senior Indebtedness until all Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness in respect of such Senior Indebtedness. (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “"Reorganization Proceeding”") is commenced and is continuing and (B) the Holder does not file proper claims or proofs of claim in the form required in a Reorganization Proceeding prior to 45 days before the expiration of the time to file such claims, then then (1) upon the request of the Trustee, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee to enable it to exercise in the sole discretion of the Trustee any and all voting rights attributable to the Subordinated Security which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Security, and (2) whether or not the Trustee shall take the action described in clause (1) above, the Trustee shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holder.

Liquidation, Dissolution or Bankruptcy. (i) Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of principal of or interest on, or any other amount owing in respect of of, the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend)Notes; (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) absolutely and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to to, the Trustee and/or other Representative Agent on behalf of the holders of Senior IndebtednessIndebtedness under the Credit Agreement, as their interests may appear; and (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other Representative Agent on behalf of the holders of Senior Indebtedness (equally and ratably among under the holders of Senior Indebtedness)Credit Agreement, as their interests may appear, for application to the payment of all Senior Indebtedness under the Credit Agreement until all such Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness under the Credit Agreement in respect of such Senior Indebtedness. (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “"Reorganization Proceeding”") is commenced and is continuing and (B) the Holder does not file proper claims or proofs of claim in the form required in a Reorganization Proceeding prior to 45 days before the expiration of the time to file such claims, then (1) upon the request of the TrusteeAgent, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security Notes and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee Agent to enable it to exercise in the sole discretion of the Trustee Agent any and all voting rights attributable to the Subordinated Security Notes which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security Notes and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated SecurityNotes, and (2) whether or not the Trustee Agent shall take the action described in clause (1) above, the Trustee Agent shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee Agent to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holder.

Liquidation, Dissolution or Bankruptcy. (i) Upon any payment or distribution of assets or securities of the Obligor to creditors Company of any kind or character, whether in cash, property or securities, upon a any dissolution or winding up or total or partial liquidation or dissolution or winding-up reorganization of the Obligor Company, whether voluntary or involuntary, or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case other proceedings or proceeding relating to upon an assignment for the Obligor benefit of creditors or its property or any other marshalling of the assets and liabilities of the Obligor: Company (A) an "Insolveny Event"), all Senior Indebtedness shall first be paid in full in cash or discharged, or payment provided for in cash or Cash Equivalents, in a manner satisfactory to the holders of Senior Indebtedness, before any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of or interest on the Notes and to that end the holders of Senior Indebtedness shall be entitled to receive (pro rata on the basis of the respective amounts of Senior Indebtedness held by them) directly, for application to the payment in full of thereof (to the extent necessary to pay all Senior Indebtedness before the Holder shall be entitled to receive any payment of any amount owing in respect of the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend); (B) until payment in full of all Senior Indebtedness, after giving effect to any substantially concurrent payment or distribution of assets of the Obligor of any kind to or character to which the Holder would be entitled but provision for this Section 3 is hereby assigned absolutely payment to the holders of Senior Indebtedness (equally and ratably among the holders of such Senior Indebtedness) and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness, as their interests may appear; and (C) in the event that, notwithstanding the foregoing), any payment or distribution of assets of the Obligor of any kind or character, whether in Cashcash, Property property or Securitiessecurities, shall to which the Holders of the Notes would be received by entitled but for this Article XII, except that the Holder before all Holders of the Notes may receive and retain (i) equity securities of the Company or debt securities of the Company that are subordinated to Senior Indebtedness is paid (and any debt securities issued in fullexchange for Senior Indebtedness) to substantially the same extent as, such payment or distribution shall be held in trust for to a greater extent than, the benefit of and shall be paid over Notes are subordinated to the Trustee and/or other Representative Senior Indebtedness pursuant to this Article XII and (ii) the proceeds of any sale of Collateral regardless of whether such sale occurs in respect of or in connection with an Insolvency Event. The holders of Senior Indebtedness are hereby authorized to file an appropriate claim for and on behalf of the holders Holders if the Holders or any of Senior Indebtedness (equally them do not file, and ratably among there is not otherwise filed on behalf of the holders of Senior Indebtedness)Holders, as their interests may appear, for application to the payment of all Senior Indebtedness until all Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment a proper claim or distribution to the holders of Senior Indebtedness in respect of such Senior Indebtedness. (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “Reorganization Proceeding”) is commenced and is continuing and (B) the Holder does not file proper claims or proofs proof of claim in the form required in a Reorganization Proceeding any such proceeding prior to 45 30 days before the expiration of the time to file such claims, then (1) upon the request of the Trustee, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee to enable it to exercise in the sole discretion of the Trustee any and all voting rights attributable to the Subordinated Security which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Security, and (2) whether or not the Trustee shall take the action described in clause (1) above, the Trustee shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holderclaims.

Liquidation, Dissolution or Bankruptcy. (i) Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of principal of or interest on, or any other amount owing in respect of of, the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend)Notes; (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) absolutely and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness, as their interests may appear; and (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness), as their interests may appear, for application to the payment of all Senior Indebtedness until all Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness in respect of such Senior Indebtedness. (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “"Reorganization Proceeding”") is commenced and is continuing and (B) the Holder does not file proper claims or proofs of claim in the form required in a Reorganization Proceeding prior to 45 days before the expiration of the time to file such claims, then then (1) upon the request of the Trustee, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security Notes and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee to enable it to exercise in the sole discretion of the Trustee any and all voting rights attributable to the Subordinated Security Notes which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security Notes and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated SecurityNotes, and (2) whether or not the Trustee shall take the action described in clause (1) above, the Trustee shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holder.

Liquidation, Dissolution or Bankruptcy. (i) Upon a. Senior Xxxxxx agrees to execute, verify, deliver and file any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of any amount owing in respect of the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend); (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness, as their interests may appear; and (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness), as their interests may appear, for application to the payment of all Senior Indebtedness until all Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness in respect of such Senior Indebtedness. (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “Reorganization Proceeding”) is commenced and is continuing and (B) the Holder does not file proper claims or proofs of claim in respect of any or all of the form required Senior Debt requested by the Subordinated Agent or any Subordinated Creditor in a Reorganization connection with any Insolvency Proceeding and hereby irrevocably authorizes, empowers and appoints the Subordinated Agent as its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Senior Lender promptly to do so prior to 45 30 days before the expiration of the time to file any such claimsproof of claim, then (1ii) vote such claim in any such Insolvency Proceeding upon the request failure of Senior Lender to do so prior to 15 days before the expiration of the Trusteetime to vote and such claim and (iii) amend, withdraw, revise, revoke or otherwise alter any vote by Senior Lender that violates or is otherwise inconsistent with this Agreement; provided, the Holder Subordinated Agent and the Subordinated Creditors shall have no obligation to execute, verify, deliver, file and/or vote any such claims and proofs proof of claim. In the event that the Subordinated Agent votes, or amends, withdraws, revises, revokes or otherwise alters any vote by Senior Lender of, any claim in respect accordance with the authority granted hereby, Senior Lender shall not be entitled to change, withdraw or challenge any such vote. This authorization and appointment is irrevocable coupled with an interest. Senior Xxxxxx recognizes that, to the extent permitted by law, this authorization and appointment shall continue in full force and effect, notwithstanding any time limitations set forth in the operating agreement or organization documents of Senior Lender or applicable law. b. Senior Lender shall not assert, without the Subordinated Agent’s prior written consent, any claim, motion, objection or argument in connection with any Insolvency Proceeding. Senior Xxxxxx agrees that it will consent to, and not object to or oppose any use of cash collateral consented to by the Subordinated Agent or any financing provided by any Subordinated Creditor to any Obligor (or any financing provided by any other Person consented to by the Subordinated Creditors) (collectively, “DIP Financing”) on such terms and conditions as the Subordinated Agent may determine in its sole discretion. In connection therewith, the Obligor may grant to the Subordinated Agent, for the benefit of the Subordinated Security and execute and deliver Creditors, or such powers of attorneyother lender, assignments and proofs of claim or proxies as may be directed by the Trustee to enable it to exercise in the sole discretion applicable, Liens upon all of the Trustee any and respective property of such Obligor which Liens (i) shall secure payment of all voting rights attributable Subordinated Debt (whether such Subordinated Debt arose prior to the Subordinated Security which are capable commencement of being voted (whether by meeting, written resolution any Insolvency Proceeding or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon thereafter) and all other financing provided or consented to by the Subordinated Agent or any Subordinated Creditor, as applicable, during such Insolvency Proceeding and (ii) shall be superior in respect priority to the Liens, if any, in favor of Senior Lender on the property of the Obligor. If, in connection with any cash collateral use or DIP Financing, any Liens on the Collateral held by the Subordinated SecurityAgent, and (2) whether or not the Trustee shall take the action described in clause (1) above, the Trustee shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the HolderSubordinated Creditors, are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee "carve out," or fees owed to the United States Trustee or United States Bankruptcy Administrator, then Senior Lender’s Liens on the Collateral, if any, shall also be subordinated to such interest or claim. Without the prior written consent of the Subordinated Agent, Senior Xxxxxx agrees that it will not, and will not permit, any of its Affiliates to, (i) directly or indirectly provide to, or participate in, any debt financing in an Insolvency Proceeding relating to any Obligor or (ii) in an Insolvency Proceeding relating to any Obligor, accept any Lien on Collateral (or any assets which would be Collateral but for the operation of the Bankruptcy Code), which Xxxx would be senior to or pari passu with any Liens securing any DIP Financing. c. Senior Lender agrees that it will consent to, and not object to or oppose, a sale or other Disposition (or related sale or Disposition procedures) of any property securing all or any part of any Subordinated Debt in any Insolvency Proceeding free and clear of Liens or other claims of Senior Lender (including under the Bankruptcy Code, including Sections 363, 365, 1123 and 1129 of the Bankruptcy Code), if the Subordinated Agent has consented to such sale or Disposition (or related sale or Disposition procedures). Senior Xxxxxx agrees not to assert any right it may have in any Insolvency Proceeding arising from any Borrower’s or other Person’s use, sale or other Disposition of Collateral (including any claims for adequate protection) and agrees that it will not seek (or support any other Person seeking) to have any stay, whether automatic or otherwise, lifted with respect to any Collateral without the prior written consent of Subordinated Agent. d. [Reserved] e. Senior Xxxxxx agrees that it will not object to or oppose any adequate protection sought by the Subordinated Agent or any Subordinated Creditor or object to or oppose any motion by the Subordinated Agent or any Subordinated Creditor to lift the automatic stay or any other stay in any Insolvency Proceeding. Senior Lender waives any claim it may now or hereafter have arising out of the election by Subordinated Agent or any Subordinated Creditor, in any Insolvency Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by the Obligor, as debtor in possession. f. Senior Lender further agrees that it shall not, without Subordinated Agent’s prior written consent, (i) commence or continue any Insolvency Proceeding with respect to any Obligor, (ii) propose or vote for any plan of reorganization or liquidation, arrangement or proposal or file any motion, pleading or material in support of any motion or plan of reorganization or liquidation, arrangement or proposal that would impair the rights of the Subordinated Agent or any Subordinated Creditor, is in conflict with any of the terms of this Agreement, or is opposed by the Subordinated Agent or any Subordinated Creditor, (iii) oppose any plan of reorganization or liquidation, arrangement or proposal proposed or otherwise supported by the Subordinated Agent or any Subordinated Creditor, (iv) seek any adequate protection of its interests in any Insolvency Proceeding or (v) join any creditors’ committee or other official committee in any Insolvency Proceeding. Senior Lender shall support, consent to and vote in favor of any plan of reorganization, plan of liquidation or any other scheme, arrangement or other allocation of assets in any Insolvency Proceeding. g. [Reserved] h. This Agreement is a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and will continue in full force and effect during any Insolvency Proceeding, including after the filing of any petition by or against any Obligor under the Bankruptcy Code and all converted or succeeding cases in respect thereof. All references herein to any Obligors shall be deemed to apply to such Obligor as debtor-in-possession and to any trustee for such Obligor. i. Senior Xxxxxx agrees that it shall not assert any claim under Section 507(b) of the Bankruptcy Code in connection with any Insolvency Proceeding.

Liquidation, Dissolution or Bankruptcy. (i) Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of any amount owing in respect of the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend);; ​ (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness, as their interests may appear; andand ​ ​ ​ (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other Representative on behalf of the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness), as their interests may appear, for application to the payment of all Senior Indebtedness until all Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness in respect of such Senior Indebtedness.. ​ (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “Reorganization Proceeding”) is commenced and is continuing and (B) the B)the Holder does not file proper claims or proofs of claim in the form required in a Reorganization Proceeding prior to 45 days before the expiration of the time to file such claims, then (1) upon the request of the Trustee, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee to enable it to exercise in the sole discretion of the Trustee any and all voting rights attributable to the Subordinated Security which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Security, and (2) whether or not the Trustee shall take the action described in clause (1) above, the Trustee shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holder.. ​

Liquidation, Dissolution or Bankruptcy. (i) Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of principal of or interest on, or any other amount owing in respect of of, the Subordinated Security (including, without limitation, principal, interest, premium, redemption or retraction amount, or dividend)Note; (B) until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this Section 3 is hereby assigned absolutely to the holders of Senior Indebtedness (equally and ratably among the holders of Senior Indebtedness) absolutely and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to to, the Trustee and/or other Representative Agent on behalf of the holders of Senior IndebtednessIndebtedness under the Credit Agreement, as their interests may appear; and (C) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash, Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Trustee and/or other Representative Agent on behalf of the holders of Senior Indebtedness (equally and ratably among under the holders of Senior Indebtedness)Credit Agreement, as their interests may appear, for application to the payment of all Senior Indebtedness under the Credit Agreement until all such Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness under the Credit Agreement in respect of such Senior Indebtedness. (ii) If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “Reorganization Proceeding”"REORGANIZATION PROCEEDING") is commenced and is continuing and (B) the Holder does not file proper claims or proofs of claim in the form required in a Reorganization Proceeding prior to 45 days before the expiration of the time to file such claims, then then (1) upon the request of the TrusteeAgent, the Holder shall file such claims and proofs of claim in respect of the Subordinated Security Note and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by the Trustee Agent to enable it to exercise in the sole discretion of the Trustee Agent any and all voting rights attributable to the Subordinated Security Note which are is capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization Proceeding and enforce any and all claims upon or in respect of the Subordinated Security Note and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated SecurityNote, and (2) whether or not the Trustee Agent shall take the action described in clause (1) above, the Trustee Agent shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Trustee Agent to exercise such voting rights, file appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holder.