Common use of Liquidation etc Clause in Contracts

Liquidation etc. (a) Upon any distribution of assets of the Company in connection with any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, or receivership proceedings or upon an assignment for the benefit of creditors or otherwise), the holders of all Senior Indebtedness shall first be entitled to receive payment in full of the principal thereof, premium, if any, and interest due thereon, and all costs and expenses (including attorneys' fees) related thereto, before the holders of the Debentures shall be entitled to receive any payment on account of the principal of or interest on or any other amount owing with respect to the Debentures (other than payment in shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, which stock and securities are subordinated to the payment of all Senior Indebtedness and securities received in lieu thereof which may at the time be outstanding). Under the circumstances provided herein, the holders of the Senior Indebtedness shall have the right to receive and collect any distributions made with respect to the Debentures until such time as the Senior Indebtedness is paid in full, and shall have the further right to take such actions as may be deemed necessary or required to so receive and collect such distributions including making or filing any proofs of claim relating thereto. (b) Without in any way modifying the provisions of this Article VI or affecting the subordination effected hereby if such notice is not given, the Company shall give prompt written notice to the Purchaser of any dissolution, winding up, liquidation or reorganization of maker (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise).

Liquidation etc. (a) Upon any distribution of assets of the Company in connection with any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, or receivership proceedings or upon an assignment for the benefit of creditors or otherwise), the holders of all Senior Indebtedness and the Argosy Debenture shall first be entitled to receive payment in full of the principal thereof, premium, if any, and interest due thereon, and all costs and expenses (including attorneys' fees) related thereto, before the holders holder of the Debentures New Debenture shall be entitled to receive any payment on account of the principal of or interest on or any other amount owing with respect to the Debentures New Debenture (other than payment in shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, which stock and securities are subordinated to the payment of all Senior Indebtedness and the Argosy Debenture and securities received in lieu thereof which may at the time be outstanding). Under the circumstances provided herein, the holders of the Senior Indebtedness and the Argosy Debenture shall have the right to receive and collect any distributions made with respect to the Debentures New Debenture until such time as the Senior Indebtedness is and the Argosy Debenture are paid in full, and shall have the further right to take such actions as may be deemed necessary or required to so receive and collect such distributions including making or filing any proofs of claim relating thereto. (b) Without in any way modifying the provisions of this Article VI V or affecting the subordination effected hereby if such notice is not given, the Company shall give prompt written notice to the Purchaser Investor of any dissolution, winding up, liquidation or reorganization of maker (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise).

Liquidation etc. (a) Upon any distribution of assets of the Company in connection with any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, or receivership proceedings or upon an assignment for the benefit of creditors or otherwise), the holders of all Senior Indebtedness shall first be entitled to receive payment in full of the principal thereof, premium, if any, and interest due thereon, and all costs and expenses (including attorneys' fees) related thereto, before the holders of the Debentures shall be entitled to receive any payment on account of the principal of or interest on or any other amount owing with respect to the Debentures (other than payment in shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, which stock and securities are subordinated to the payment of all Senior Indebtedness and securities received in lieu thereof which may at the time be outstanding). Under the circumstances provided herein, the holders of the Senior Indebtedness shall have the right to receive and collect any distributions made with respect to the Debentures until such time as the Senior Indebtedness is paid in full, and shall have the further right to take such actions as may be deemed necessary or required to so receive and collect such distributions including making or filing any proofs of claim relating thereto. (b) Without in any way modifying the provisions of this Article VI or affecting the subordination effected hereby if such notice is not given, the Company shall give prompt written notice to the Purchaser of any dissolution, winding up, liquidation or reorganization of maker (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise).

Liquidation etc. (a) Upon any distribution of assets of the Company Borrower in connection with any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, or receivership proceedings or upon an assignment for the benefit of creditors or otherwise), the holders of all Senior Indebtedness shall first be entitled to receive payment in full of the principal thereof, premium, if any, and interest due thereon, and all costs and expenses (including reasonable attorneys' fees) related thereto, before the holders of the Debentures Debenture shall be entitled to receive any payment on account of the principal of or interest on or any other amount owing with respect to the Debentures Debenture (other than payment in shares of capital stock of the Company Borrower as reorganized or readjusted, or securities of the Company Borrower or any other corporation provided for by a plan of reorganization or readjustment, which stock and securities are subordinated to the payment of all Senior Indebtedness and securities received in lieu thereof which that may at the time be outstanding). Under the circumstances provided herein, the holders of the Senior Indebtedness shall have the right to receive and collect any distributions made with respect to the Debentures Debenture until such time as the Senior Indebtedness is paid in full, and shall have the further right to take such actions as may be deemed necessary or required to so receive and collect such distributions including making or filing any proofs of claim relating thereto. (b) Without in any way modifying the provisions of this Article VI II or affecting the subordination effected hereby if such notice is not given, the Company Borrower shall give prompt written notice to the Purchaser Lender of any dissolution, winding up, liquidation or reorganization of maker Borrower (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise).

Liquidation etc. (a) Upon any payment or distribution of any assets of the Company Borrower of any kind or character, whether in connection with cash, property or securities (including, without limitation, payments or distributions payable to the Subordinated Noteholders by virtue of the terms of any dissolutionindebtedness which is subordinated in right of payment to Subordinated Indebtedness (a "Junior Subordinated Payment")), by set-off or otherwise, to creditors upon any dissolution or winding up, up or total or partial liquidation or reorganization of the Company (Borrower, as the case may be, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or receivership other similar proceedings or upon an assignment for the benefit of creditors creditors, or otherwiseany other marshaling of its assets and liabilities (referred to herein as a "Proceeding"), the holders of all Senior Indebtedness shall first be entitled to receive payment in full in cash or cash equivalents, in accordance with the terms of the principal thereofSenior Indebtedness, premiumof all amounts payable under or in respect of the Senior Indebtedness, if anybefore any payment or distribution is made on, or in respect of, any Subordinated Indebtedness; and, upon any such Proceeding, any distribution or payment to which the Subordinated Noteholders would be entitled except for the provisions hereof, shall be paid by the Borrower, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to the Master Collateral Agent for the benefit of the Senior Noteholders to the extent necessary to pay all such Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to the Senior Noteholders, and interest due thereon, and notwithstanding whether all costs and expenses (including attorneys' fees) related thereto, before the holders or any portion of the Debentures Senior Indebtedness is deemed to be unsecured in any such proceeding. (b) If, notwithstanding the foregoing, in any Proceeding any Junior Subordinated Payment or other payment or distribution of any assets of the Borrower, as the case may be, of any kind or character, whether in cash, property or securities, by set-off or otherwise, shall be entitled received by any Subordinated Noteholder before all Senior Indebtedness is indefeasibly paid in full in cash or cash equivalents, such payment or distribution shall be received (whether or not such payment or distribution shall have been made in accordance with a plan of reorganization or arrangement approved in bankruptcy or other proceedings) in trust on behalf of the Senior Noteholders and shall be paid over to receive the Master Collateral Agent on behalf of the Senior Noteholders for application to the payment of all Senior Indebtedness remaining unpaid until such Senior Indebtedness shall have been indefeasibly paid in full in cash or cash equivalents, after giving effect to any concurrent payment or distribution to the Senior Noteholders. In the event of the failure of any Subordinated Noteholder to endorse or assign to the Master Collateral Agent any such payment or distribution, the Master Collateral Agent is hereby irrevocably authorized to endorse or assign the same on behalf of such holder. (c) For purposes of this Section 5 only, the words "any payment on account or distribution of any assets of the principal Borrower of any kind or interest on character, whether in cash, property or any other amount owing with respect securities" shall not be deemed to the Debentures (other than payment in shares include a distribution of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation Borrower provided for by a plan of reorganization or readjustment, readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction which stock and securities are subordinated subordinate in right of payment to all then outstanding Senior Indebtedness at least to the same extent as the Subordinated Indebtedness is so subordinate as provided in this Agreement. (d) Notwithstanding any statute, including, without limitation, the United States Bankruptcy Code and any state bankruptcy law, any rule of law or any bankruptcy procedure to the contrary, to the extent permitted by applicable usury limitations, the right of the holders of Senior Indebtedness to have all of the Senior Indebtedness indefeasibly paid and satisfied in full prior to the payment of all Senior any of the Subordinated Indebtedness and securities received in lieu thereof which may at the time be outstanding). Under the circumstances provided hereinshall include, without limitation, the holders right of Senior Noteholders to be paid in full all interest accruing (or that would have accrued in the absence of such statute, rule, law or procedure at any time) on such obligations prior to any payment or distribution to the Subordinated Noteholders by or out of the assets of the Borrower. To the extent that the Senior Noteholders would not be entitled to the interest referenced in the preceding sentence under such statute, rule or procedure, then the difference between the amount to which they are entitled under this paragraph and the amount to which they otherwise would be entitled under such statute, rule or procedure, shall be paid from amounts otherwise due to the Subordinated Noteholders, and the total amounts to be paid to the Subordinated Noteholders shall be reduced accordingly. (e) To enable the Master Collateral Agent to enforce the rights of the Senior Noteholders hereunder in any Proceeding, the Master Collateral Agent is hereby irrevocably authorized and empowered, in its discretion (i) to make and present such proofs of claim against the Borrower on account of the Subordinated Indebtedness shall have the right as it may deem expedient or proper, and (ii) to receive and collect on behalf of the Senior Noteholders any and all dividends and other payments or distributions made thereon in whatever form the same may be paid; and upon the request of the Master Collateral Agent, each Subordinated Noteholder shall execute and deliver to the Master Collateral Agent, Senior Noteholders or their authorized representatives such powers of attorney, assignments and other documents and instruments as such holders or representatives may request, consistent with this Agreement. Nothing contained in this Section 5(e) or elsewhere in this Agreement shall be construed to give the Master Collateral Agent or the Senior Noteholders any right to vote with respect to the Debentures until treatment of the Subordinated Indebtedness or any claim thereunder, or any portion of such time as the Senior Subordinated Indebtedness is paid in fullor such claim, and shall have the further right to take such actions as may be deemed necessary or required to so receive and collect such distributions including making or filing any proofs of claim relating thereto. (b) Without in any way modifying the provisions of this Article VI or affecting the subordination effected hereby if such notice is not givenProceeding, the Company shall give prompt written notice to the Purchaser of any dissolution, winding up, liquidation or reorganization of maker (whether in bankruptcyconnection with any resolution, insolvency or receivership proceedings or upon an assignment for the benefit arrangement, plan of creditors reorganization, compromise, settlement, election of a trustee or otherwise).

Liquidation etc. (a) Upon In the event of any distribution of the assets of the Company in connection with Purchaser upon any dissolution, winding up, up or liquidation or reorganization (excluding a Change of Control as defined in the Purchase Agreement) of the Company (whether in bankruptcy, insolvency, or receivership proceedings or upon an assignment for the benefit of creditors or otherwise), the holders of all Senior Indebtedness shall first be entitled to receive payment in full of the principal thereof, premium, if any, and interest due thereon, and all costs and expenses (including attorneys' fees) related thereto, before the holders of the Debentures shall be entitled to receive any payment on account of the principal of or interest on or any other amount owing with respect to the Debentures (other than payment in shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, which stock and securities are subordinated to the payment of all Senior Indebtedness and securities received in lieu thereof which may at the time be outstanding). Under the circumstances provided herein, the holders of the Senior Indebtedness shall have the right to receive and collect any distributions made with respect to the Debentures until such time as the Senior Indebtedness is paid in full, and shall have the further right to take such actions as may be deemed necessary or required to so receive and collect such distributions including making or filing any proofs of claim relating thereto. (b) Without in any way modifying the provisions of this Article VI or affecting the subordination effected hereby if such notice is not given, the Company shall give prompt written notice to the Purchaser of any dissolution, winding up, liquidation or reorganization of maker (whether in bankruptcy, insolvency or receivership proceedings proceedings), or upon an any assignment for the benefit of creditors, or upon any other marshaling of the assets and liabilities of the Purchaser for the benefit of any creditor or creditors or otherwise)otherwise (a “Liquidation”): (a) all Senior Note Indebtedness shall first be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made in respect of the Subordinated Indebtedness; (b) any payment or distribution of any character, whether in cash, securities or other property, which (except for the terms of this Section 6.2) would be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the holders of Senior Note Indebtedness to the extent necessary to pay all Senior Note Indebtedness in full after giving effect to any concurrent payment or distribution in respect of such Senior Note Indebtedness; and (c) if, notwithstanding the foregoing terms of this Section 6.2, any payment or distribution of any character, whether in cash, securities or other property, shall be received in a Liquidation by the holders of the Subordinated Indebtedness before all Senior Note Indebtedness shall have been paid in full as aforesaid, such payment or distribution shall be held in trust for the benefit of, and shall be paid or delivered to, the holders of Senior Note Indebtedness (as provided in Sections 6.4 and 6.10) to the extent necessary to pay all Senior Note Indebtedness in full after giving effect to any concurrent payment or distribution in respect of such Senior Note Indebtedness, provided, however, that such amounts paid to the holders of Senior Note Indebtedness shall not be deemed to discharge the Subordinated Indebtedness. Upon any payment or distribution of any character referred to in this Section 6.2, the holders of Subordinated Indebtedness shall be entitled to rely upon a certificate of any liquidating trustee, receiver, agent or other person making such payment or distribution for the purpose of determining the persons or entities entitled to participate in such payment or distribution, the holders of Senior Note Indebtedness and other indebtedness of the Purchaser, the amount thereof or payable thereon, the amount or amounts paid or distributed in respect thereof, and all other facts pertinent thereto and to this Section 6.

Liquidation etc. (a) Upon any distribution of assets of the Company in connection with any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, or receivership proceedings or upon an assignment for the benefit of creditors or otherwise), the holders of all Senior Indebtedness shall first be entitled to receive payment in full of the principal thereof, premium, if any, and interest due thereon, and all costs and expenses (including attorneys' fees) related thereto, before the holders holder of the Debentures New Debenture shall be entitled to receive any payment on account of the principal of or interest on or any other amount owing with respect to the Debentures New Debenture (other than payment in shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, which stock and securities are subordinated to the payment of all Senior Indebtedness and securities received in lieu thereof which may at the time be outstanding). Under the circumstances provided herein, the holders of the Senior Indebtedness shall have the right to receive and collect any distributions made with respect to the Debentures New Debenture until such time as the Senior Indebtedness is are paid in full, and shall have the further right to take such actions as may be deemed necessary or required to so receive and collect such distributions including making or filing any proofs of claim relating thereto. (b) Without in any way modifying the provisions of this Article VI V or affecting the subordination effected hereby if such notice is not given, the Company shall give prompt written notice to the Purchaser Investor of any dissolution, winding up, liquidation or reorganization of maker (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise).

Liquidation etc. (a) Upon any distribution of assets of the Company in connection with any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, or receivership proceedings or upon an assignment for the benefit of creditors or otherwise), the holders of all Senior Indebtedness shall first be entitled to receive payment in full of the principal thereof, premium, if any, and interest due thereon, and all costs and expenses (including attorneys' fees) related thereto, before the holders of the Debentures shall be entitled to receive any payment on account of the principal of or interest on or any other amount owing with respect to the Debentures (other than payment in shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, which stock and securities are subordinated to the payment of all Senior Indebtedness and securities received in lieu thereof which may at the time be outstanding). Under the circumstances provided herein, the holders of the Senior Indebtedness shall have the right to receive and collect any distributions made with respect to the Debentures until such time as the Senior Indebtedness is paid in full, and shall have the further right to take such actions as may be deemed necessary or required to so receive and collect such distributions including making or filing any proofs of claim relating thereto. (b) Without in any way modifying the provisions of this Article VI VII or affecting the subordination effected hereby if such notice is not given, the Company shall give prompt written notice to the Purchaser of any dissolution, winding up, liquidation or reorganization of maker (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise).

Liquidation etc. (a) Upon any payment or distribution of any assets of the Company Borrower of any kind or character, whether in connection with cash, property or securities (including, without limitation, payments or distributions payable to the Subordinated Noteholders by virtue of the terms of any dissolutionindebtedness which is subordinated in right of payment to Subordinated Indebtedness (a "Junior Subordinated Payment")), by set-off or otherwise, to creditors upon any dissolution or winding up, up or total or partial liquidation or reorganization of the Company (Borrower, as the case may be, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or receivership other similar proceedings or upon an assignment for the benefit of creditors creditors, or otherwiseany other marshaling of its assets and liabilities (referred to herein as a "Proceeding"), the holders of all Senior Indebtedness shall first be entitled to receive payment in full in cash or cash equivalents, in accordance with the terms of the principal thereofSenior Indebtedness, premium, if any, and interest due thereon, and of all costs and expenses (including attorneys' fees) related theretoamounts payable under or in respect of the Senior Indebtedness, before any payment or distribution is made on, or in respect of, any Subordinated Indebtedness; and, upon any such Proceeding, any distribution or payment to which the holders Subordinated Noteholders would be entitled except for the provisions hereof, shall be paid by the Borrower, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to the Master Collateral Agent for the benefit of the Debentures Senior Noteholders to the extent necessary to pay all such Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to the Senior Noteholders. (b) If, notwithstanding the foregoing, in any Proceeding any Junior Subordinated Payment or other payment or distribution of any assets of the Borrower, as the case may be, of any kind or character, whether in cash, property or securities, by set-off or otherwise, shall be entitled received by any Subordinated Noteholder before all Senior Indebtedness is indefeasibly paid in full in cash or cash equivalents, such payment or distribution shall be received (whether or not such payment or distribution shall have been made in accordance with a plan of reorganization or arrangement approved in bankruptcy or other proceedings) in trust on behalf of the Senior Noteholders and shall be paid over to receive the Master Collateral Agent on behalf of the Senior Noteholders for application to the payment of all Senior Indebtedness remaining unpaid until such Senior Indebtedness shall have been indefeasibly paid in full in cash or cash equivalents, after giving effect to any concurrent payment or distribution to the Senior Noteholders. In the event of the failure of any Subordinated Noteholder to endorse or assign to the Master Collateral Agent any such payment or distribution, the Master Collateral Agent is hereby irrevocably authorized to endorse or assign the same on behalf of such holder. (c) For purposes of this Section 5 only, the words "any payment on account or distribution of any assets of the principal Borrower of any kind or interest on character, whether in cash, property or any other amount owing with respect securities" shall not be deemed to the Debentures (other than include a payment in shares or distribution of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation Borrower provided for by a plan of reorganization or readjustment, readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction which stock and securities are subordinated subordinate in right of payment to all then outstanding Senior Indebtedness at least to the same extent as the Subordinated Indebtedness is so subordinate as provided in this Agreement. (d) Notwithstanding any statute, including, without limitation, the United States Bankruptcy Code and any state bankruptcy law, any rule of law or any bankruptcy procedure to the contrary, to the extent permitted by applicable usury limitations, the right of the holders of Senior Indebtedness to have all of the Senior Indebtedness indefeasibly paid and satisfied in full prior to the payment of all Senior any of the Subordinated Indebtedness and securities received in lieu thereof which may at the time be outstanding). Under the circumstances provided hereinshall include, without limitation, the holders right of Senior Noteholders to be paid in full all interest accruing (or that would have accrued in the absence of such statute, rule, law or procedure at any time) on such obligations prior to any payment or distribution to the Subordinated Noteholders by or out of the assets of the Borrower. To the extent that the Senior Noteholders would not be entitled to the interest referenced in the preceding sentence under such statute, rule or procedure, then the difference between the amount to which they are entitled under this paragraph and the amount to which they otherwise would be entitled under such statute, rule or procedure, shall be paid from amounts otherwise due to the Subordinated Noteholders, and the total amounts to be paid to the Subordinated Noteholders shall be reduced accordingly. (e) To enable the Master Collateral Agent to enforce the rights of the Senior Noteholders hereunder in any Proceeding, the Master Collateral Agent is hereby irrevocably authorized and empowered, in its discretion (i) to make and present such proofs of claim against the Borrower on account of the Subordinated Indebtedness shall have the right as it may deem expedient or proper, and (ii) to receive and collect on behalf of the Senior Noteholders any and all dividends and other payments or distributions made thereon in whatever form the same may be paid; and upon the request of the Master Collateral Agent, each Subordinated Noteholder shall execute and deliver to the Master Collateral Agent, Senior Noteholders or their authorized representatives such powers of attorney, assignments and other documents and instruments as such holders or representatives may request, consistent with this Agreement. Nothing contained in this Section 5(e) or elsewhere in this Agreement shall be construed to give the Master Collateral Agent or the Senior Noteholders any right to vote with respect to the Debentures until treatment of the Subordinated Indebtedness or any claim thereunder, or any portion of such time as the Senior Subordinated Indebtedness is paid in fullor such claim, and shall have the further right to take such actions as may be deemed necessary or required to so receive and collect such distributions including making or filing any proofs of claim relating thereto. (b) Without in any way modifying the provisions of this Article VI or affecting the subordination effected hereby if such notice is not givenProceeding, the Company shall give prompt written notice to the Purchaser of any dissolution, winding up, liquidation or reorganization of maker (whether in bankruptcyconnection with any resolution, insolvency or receivership proceedings or upon an assignment for the benefit arrangement, plan of creditors reorganization, compromise, settlement, election of a trustee or otherwise).

Liquidation etc. (a) Upon In the event of any distribution of the assets of the Company in connection with Buyer upon any dissolution, winding up, liquidation or reorganization of the Company Buyer (whether in connection with a bankruptcy, insolvencyinsolvency or receivership proceedings), or receivership proceedings or upon an any assignment for the benefit of creditors, or upon any other marshaling of the assets and liabilities of Buyer for the benefit of any creditor or creditors or otherwise), the holders of (a "LIQUIDATION"): (a) all Senior Indebtedness shall first be entitled to receive payment paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made in respect of the principal thereofSubordinated Indebtedness; (b) any payment or distribution of any character, premiumwhether in cash, if anysecurities or other property, and interest due thereonwhich (except for the terms of this Section 1.1) would be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the holder or holders of Senior Indebtedness to the extent necessary to pay all Senior Indebtedness in full after giving effect to any concurrent payment or distribution in respect of such Senior Indebtedness; and (c) if, and all costs and expenses (including attorneys' fees) related theretonotwithstanding the foregoing terms of this Section 1.1, before any payment or distribution of any character, whether in cash, securities or other property, shall be received in a Liquidation by the holder or holders of the Debentures Subordinated Indebtedness before all Senior Indebtedness shall have been paid in full as aforesaid, such payment or distribution shall be held in trust for the benefit of, and shall be paid or delivered to, the holder or holders of Senior Indebtedness (as provided in Section 1.3) to the extent necessary to pay all Senior Indebtedness in full after giving effect to any concurrent payment or distribution in respect of such Senior Indebtedness, PROVIDED, HOWEVER, that such amounts paid to the holder or holders of Senior Indebtedness shall not be deemed to discharge the Subordinated Indebtedness. Upon any payment or distribution of the character referred to in this Section 1.1, the holder or holders of Subordinated Indebtedness shall be entitled to receive rely upon a certificate of any liquidating trustee, receiver, agent or other person making such payment on account or distribution for the purpose of determining the principal persons entitled to participate in such payment or distribution, the holder or holders of or interest on or any other amount owing with respect to the Debentures (other than payment in shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, which stock and securities are subordinated to the payment of all Senior Indebtedness and securities received in lieu thereof which may at the time be outstanding). Under the circumstances provided hereinother indebtedness of Buyer, the holders of amount thereof or payable thereon, the Senior Indebtedness shall have the right to receive and collect any distributions made with amount or amounts paid or distributed in respect to the Debentures until such time as the Senior Indebtedness is paid in fullthereof, and shall have the further right all other facts pertinent thereto and to take such actions as may be deemed necessary or required to so receive and collect such distributions including making or filing any proofs of claim relating theretothis Section 1. (b) Without in any way modifying the provisions of this Article VI or affecting the subordination effected hereby if such notice is not given, the Company shall give prompt written notice to the Purchaser of any dissolution, winding up, liquidation or reorganization of maker (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise).

Liquidation etc. (a) Upon any distribution of assets of the Company Borrower in connection with any dissolution, winding up, liquidation or reorganization of the Company Borrower (whether in bankruptcy, insolvency, or receivership proceedings or upon an assignment for the benefit of creditors or otherwise), the holders of all Senior Indebtedness shall first be entitled to receive payment in full of the principal thereof, premium, if any, and interest due thereon, and all costs and expenses (including reasonable attorneys' fees) related thereto, before the holders holder(s) of the Debentures shall be entitled to receive any payment on account of the principal of or interest on or any other amount owing with respect to the Debentures (other than payment in shares of capital stock of the Company Borrower as reorganized or readjusted, or securities of the Company Borrower or any other corporation provided for by a plan of reorganization or readjustment, which stock and securities are subordinated to the payment of all Senior Indebtedness and securities received in lieu thereof which that may at the time be outstanding). Under the circumstances provided hereinin this Agreement, the 5 holders of the Senior Indebtedness shall have the right to receive and collect any distributions made with respect to the Debentures until such time as the Senior Indebtedness is paid in full, and shall have the further right to take such actions as may be deemed necessary or required to so receive and collect such distributions including making or filing any proofs of claim relating thereto. (b) Without in any way modifying the provisions of this Article VI II or affecting the subordination effected hereby if such notice is not given, the Company Borrower shall give prompt written notice to the Purchaser Lender of any dissolution, winding up, liquidation or reorganization of maker Borrower (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise).