Common use of Obligation of the Payor Unconditional Clause in Contracts

Obligation of the Payor Unconditional. Nothing contained in this Annex A or in the Note is intended to or shall impair, as between the Payor and the holder of the Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Note and creditors of the Payor, other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, prevent the holder of the Note from exercising all remedies otherwise permitted by applicable law, subject to the rights, if any, under this Annex A of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A, the holder of the Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the holder of the Note, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.

Obligation of the Payor Unconditional. Nothing contained in this Annex A or in the Intercompany Note is intended to or shall impair, as between the Payor and the holder of the Intercompany Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Intercompany Note the principal of and interest on the Intercompany Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Intercompany Note and creditors of the Payor, Payor other than the holders of the Senior IndebtednessDebt, nor shall anything herein or therein, except as expressly provided hereinprovided, prevent the holder of the Intercompany Note from exercising all remedies otherwise permitted by applicable law, subject to the rights, if any, under this Annex A of the holders of Senior Indebtedness Debt in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A, the holder of the Intercompany Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the holder of the Intercompany Note, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness Debt and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.

Obligation of the Payor Unconditional. Nothing contained in this Annex A __ or in the Note is intended to or shall impair, as between the Payor and the holder of the Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Note and creditors of the Payor, Payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder of the Note from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Note, subject to the provisions of this Annex __ and the rights, if any, under this Annex A __ of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A__, the holder of the Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder of the Note, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.__.

Obligation of the Payor Unconditional. Nothing contained in this Annex A or in the Intercompany Note is intended to or shall impair, as between the Payor and the holder of the Intercompany Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Intercompany Note the principal of and interest on the Intercompany Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Intercompany Note and creditors of the Payor, Payor other than the holders of the Senior IndebtednessDebt, nor shall anything herein or therein, except as expressly provided hereinprovided, prevent the holder of the Intercompany Note from exercising all remedies otherwise permitted by applicable law, subject to the rights, if any, under this Annex A of the holders of Senior Indebtedness Debt in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A, the holder of the Intercompany Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding winding-up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the holder of the Intercompany Note, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness Debt and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.

Obligation of the Payor Unconditional. Nothing contained in this Annex A or in the Note is intended to or shall impair, as between the Payor and the holder of the Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Note and creditors of the Payor, Payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder of the Note from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Note, subject to the provisions of this Annex A and the rights, if any, under this Annex A of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A, the holder of the Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder of the Note, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.

Obligation of the Payor Unconditional. Nothing contained in this Annex A or in the Note Subordinated Indebtedness is intended to or shall impair, as between the Payor on the one hand and the holder holder(s) of the NoteSubordinated Indebtedness on the other hand, the obligation of the Payor, which is absolute and unconditional, to pay to the holder holder(s) of the Note Subordinated Indebtedness the principal of and interest on the Note Subordinated Indebtedness as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder holder(s) of the Note Subordinated Indebtedness and creditors of the Payor, Payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder of the Note Subordinated Indebtedness from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Subordinated Indebtedness, subject to the provisions of this Annex and the rights, if any, under this Annex A of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A, the holder of the Note Subordinated Indebtedness shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder of the NoteSubordinated Indebtedness, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A..

Obligation of the Payor Unconditional. Nothing contained in this Annex A or in the Note is intended to or shall impair, as between the each Payor and the each holder of the Note, the obligation of the such Payor, which is absolute and unconditional, to pay to the such holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the any holder of the Note and creditors of the each Payor, other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, prevent the any holder of the Note from exercising all remedies otherwise permitted by applicable law, subject to the rights, if any, under this Annex A of the holders of Senior Indebtedness in respect of cash, property, or securities of the any Payor received upon the exercise of any such remedy. Upon any distribution of assets of the any Payor referred to in this Annex A, the each holder of the Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the any holder of the Note, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the each Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.

Obligation of the Payor Unconditional. Nothing contained in this Annex A __ or in the Note Subordinated Indebtedness is intended to or shall impair, as between the Payor on the one hand and the holder holder(s) of the NoteSubordinated Indebtedness on the other hand, the obligation of the Payor, which is absolute and unconditional, to pay to the holder holder(s) of the Note Subordinated Indebtedness the principal of and interest on the Note Subordinated Indebtedness as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder holder(s) of the Note Subordinated Indebtedness and creditors of the Payor, Payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder holder(s) of the Note Subordinated Indebtedness from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Subordinated Indebtedness, subject to the provisions of this Annex __ and the rights, if any, under this Annex A __ of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A__, the holder holder(s) of the Note Subordinated Indebtedness shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder holder(s) of the NoteSubordinated Indebtedness, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.__.

Obligation of the Payor Unconditional. Nothing contained in this Annex A Section 18.15 or in the Note Subordinated Indebtedness is intended to or shall impair, as between the Payor payor of any Subordinated Indebtedness on the one hand and the holder holder(s) of the NoteSubordinated Indebtedness on the other hand, the obligation of the Payorpayor, which is absolute and unconditional, to pay to the holder holder(s) of the Note Subordinated Indebtedness the principal of and interest on the Note Subordinated Indebtedness as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder holder(s) of the Note Subordinated Indebtedness and creditors of the Payor, payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder holder(s) of the Note Subordinated Indebtedness from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Subordinated Indebtedness, subject to the provisions of this Section 18.15 and the rights, if any, under this Annex A Section 18.15 of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor payor of any Subordinated Indebtedness received upon the exercise of any such remedy. Upon any distribution of assets of the Payor payor of any Subordinated Indebtedness referred to in this Annex ASection 18.15, the holder holder(s) of the Note Subordinated Indebtedness shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder holder(s) of the NoteSubordinated Indebtedness, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payorsuch payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.Section 18.15.

Obligation of the Payor Unconditional. Nothing contained in this Annex A or in the Note is intended to or shall impair, as between the Payor and the holder of the Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Note and creditors of the Payor, Payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder of the Note from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Note, subject to the provisions of this Annex and the rights, if any, under this Annex A of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A, the holder of the Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder of the Note, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A..

Obligation of the Payor Unconditional. Nothing contained in this Annex A or in the Note is intended to or shall impair, as between the each Payor and the holder of the Noteeach Payee, the obligation of the such Payor, which is absolute and unconditional, to pay to the holder of the Note such Payee the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Note any Payee and creditors of the each Payor, other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, prevent the holder of the Note any Payee from exercising all remedies otherwise permitted by applicable law, subject to the rights, if any, under this Annex A of the holders of Senior Indebtedness in respect of cash, property, or securities of the any Payor received upon the exercise of any such remedy. Upon any distribution of assets of the any Payor referred to in this Annex A, the holder of the Note each Payee shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the holder of the Noteany Payee, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the each Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.

Obligation of the Payor Unconditional. Nothing contained in this Annex A ___ or in the Note is intended to or shall impair, as between the Payor and the holder of the Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Note and creditors of the Payor, Payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder of the Note from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Note, subject to the provisions of this Annex ___and the rights, if any, under this Annex A of Annex___of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A___, the holder of the Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder of the Note, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.___.

Obligation of the Payor Unconditional. Nothing -------------------------------------- contained in this Annex A or in the Note is intended to or shall impair, as between the Payor and the holder of the Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Note and creditors of the Payor, Payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder of the Note from exercising all remedies otherwise permitted by applicable law, subject to the rights, if any, under this Annex A of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. remedy and subject to the limitation on the exercise of such rights as set forth in this Annex A. Upon any distribution of assets of the Payor referred to in this Annex A, the holder of the Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder of the Note, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.

Obligation of the Payor Unconditional. Nothing contained in this Annex A or in the Note is intended to or shall impair, as between the Payor and the holder of the Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Note and creditors of the Payor, Payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder of the Note from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Note, subject to the EXHIBIT N: ANNEX C to SECURITY AGREEMENT provisions of this Annex A and the rights, if any, under this Annex A of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A, the holder of the Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder of the Note, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.

Obligation of the Payor Unconditional. Nothing contained in this Annex A or in the Note is intended to or shall impair, as between the Payor and the holder of the Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Note and creditors of the Payor, Payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder of the Note from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Note, subject to the rights, if any, under this Annex A of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A, the holder of the Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder of the Note, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.

Obligation of the Payor Unconditional. Nothing contained in this Annex A ___or in the Note is intended to or shall impair, as between the Payor and the holder of the Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Note and creditors of the Payor, Payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder of the Note from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Note, subject to the provisions of this Annex ___and the rights, if any, under this Annex A ___of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A___, the holder of the Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder of the Note, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.___.

Obligation of the Payor Unconditional. Nothing contained in this Annex A ___ or in the Note is intended to or shall impair, as between the Payor and the holder of the Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Note and creditors of the Payor, Payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder of the Note from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Note, subject to the provisions of this Annex ___ and the rights, if any, under this Annex A ___ of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A___ , the holder of the Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder of the Note, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.___.

Obligation of the Payor Unconditional. Nothing contained in this Annex A Section 19.1 or in the Note Subordinated Indebtedness is intended to or shall impair, as between the Payor payor of any Subordinated Indebtedness on the one hand and the holder holder(s) of the NoteSubordinated Indebtedness on the other hand, the obligation of the Payorpayor, which is absolute and unconditional, to pay to the holder holder(s) of the Note Subordinated Indebtedness the principal of and interest on the Note Subordinated Indebtedness as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder holder(s) of the Note Subordinated Indebtedness and creditors of the Payor, payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder holder(s) of the Note Subordinated Indebtedness from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Subordinated Indebtedness, subject to the provisions of this Section 19.1 and the rights, if any, under this Annex A Section 19.1 of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor payor of any Subordinated Indebtedness received upon the exercise of any such remedy. Upon any distribution of assets of the Payor payor of any Subordinated Indebtedness referred to in this Annex ASection 19.1, the holder holder(s) of the Note Subordinated Indebtedness shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder holder(s) of the NoteSubordinated Indebtedness, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payorsuch payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.Section 19.1.

Obligation of the Payor Unconditional. Nothing contained in this Annex A Section 21 (Subordination) or in the Note Subordinated Indebtedness is intended to or shall impair, as between the Payor payor of any Subordinated Indebtedness on the one hand and the holder holder(s) of the NoteSubordinated Indebtedness on the other hand, the obligation of the Payorpayor, which is absolute and unconditional, to pay to the holder holder(s) of the Note Subordinated Indebtedness the principal of and interest on the Note Subordinated Indebtedness as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder holder(s) of the Note Subordinated Indebtedness and creditors of the Payor, payor other than the holders of the Senior Indebtedness, nor shall anything herein or therein, except as expressly provided herein, therein prevent the holder holder(s) of the Note Subordinated Indebtedness from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Subordinated Indebtedness, subject to the provisions of this Section 21 (Subordination) and the rights, if any, under this Annex A Section 21 (Subordination) of the holders of Senior Indebtedness in respect of cash, property, or securities of the Payor payor of any Subordinated Indebtedness received upon the exercise of any such remedy. Upon any distribution of assets of the Payor payor of any Subordinated Indebtedness referred to in this Annex ASection 21 (Subordination), the holder holder(s) of the Note Subordinated Indebtedness shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder holder(s) of the NoteSubordinated Indebtedness, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payorsuch payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.Section 21 (Subordination).

Obligation of the Payor Unconditional. Nothing contained in this Annex A or in the Note is intended to or shall impair, as between the Payor and the holder of the Note, the obligation of the Payor, which is absolute and unconditional, to pay to the holder of the Note the principal of and interest on the Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holder of the Note and creditors of the Payor, Payor other than the holders of the Senior Indebtedness, nor nor, except as specifically provided herein, shall anything herein or therein, except as expressly provided herein, therein prevent the holder of the Note from exercising all remedies otherwise permitted by applicable lawlaw upon an event of default under the Note, subject to the rights, if any, under this Annex A of the holders of Senior Indebtedness in respect of cash, property, property or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of assets of the Payor referred to in this Annex A, the holder of the Note shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person person making any distribution to the holder of the Note, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Annex A.