Common use of Payment of Proceeds Upon Dissolution Clause in Contracts

Payment of Proceeds Upon Dissolution. In the event of (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (ii) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event: (A) the Senior Parties shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Obligations, or provision shall be made for such payment, before any Subordinated Debt Provider shall be entitled to receive any payment of the Subordinated Obligations; (B) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any Subordinated Party would be entitled but for the provisions of these Terms of Subordination, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Subordinated Obligations, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, to the Collateral Agent for distribution in accordance with the terms of the Collateral Agency Agreement. (C) if, notwithstanding the foregoing provisions of this clause (ii) of these Terms of Subordination, any Subordinated Debt Provider shall have received, before all Senior Obligations are paid in full in cash or payment thereof provided for, any such payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution arising out of the exercise by any Subordinated Debt Provider of a right of set-off or counterclaim and any such payment or distribution received by reason of any other indebtedness of the Company being subordinated to the Subordinated Obligations, then, and in such event, such payment or distribution shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent for distribution in accordance with the terms of the Collateral Agency Agreement; and (D) if any Subordinated Debt Provider shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations earlier than [15] days prior to the deadline for any such filing, the Subordinated Debt Provider shall execute and deliver to the Senior Parties such powers of attorney, assignments or other instruments as the Required Senior Parties may reasonably request to file such claims or proofs of claim. The consolidation of the Company with, or the merger of the Company into, another entity or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture or the correlative provisions of any other Financing Document shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing Document.

Payment of Proceeds Upon Dissolution. In the event of any of the following (ia "Dissolution Event"): (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assetsInsolvency Proceeding, or (iib) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyan Insolvency Proceeding, or (iiic) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event: (A1) the Senior Parties Banks shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Obligations, or provision shall be made for such payment, Debt before any the Subordinated Debt Provider Creditor shall be entitled to receive any payment on account of principal of or interest or premium (if any) on, the Subordinated ObligationsDebt; (B2) any payment or distribution of assets of the Company (other than assets of Imbali) of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any the Subordinated Party Creditor would be entitled in respect of the Subordinated Debt but for the provisions of these Terms of Subordinationthis Agreement, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Subordinated ObligationsDebt (other than Reorganization Debt Securities), shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Collateral Agent for distribution in accordance (and the Subordinated Creditor hereby authorizes each such payor to pay over to the Agent, upon demand by the Agent, all such payments or distributions without the necessity of any inquiry as to the status or balance of the Senior Debt, and without further notice to or consent of the Subordinated Creditor), with the terms Agent to promptly remit to the Subordinated Creditor any amounts remaining after payment in full in cash of all Senior Debt, giving effect to any concurrent payment or distribution to the Agent, the Banks or both (and in furtherance of the Collateral Agency Agreement.foregoing and of the following clause (3), but not by way of limitation thereof, in the event the Company is subject to any Insolvency Proceeding, with the result that the Company is excused from the obligation to pay all or part of the interest otherwise payable in respect of the Senior Debt during the period subsequent to the commencement of such Insolvency Proceeding, the Subordinated Creditor agrees that all or such part of such interest, as the case may be, shall be payable out of, and to that extent diminish and be at the expense of, reorganization dividends or distributions in respect of the Subordinated Debt); (C3) ifin the event that, notwithstanding the foregoing provisions of this clause (ii) of these Terms of SubordinationSection 2.02, any the Subordinated Debt Provider Creditor shall have received, before all Senior Obligations are Debt is paid in full in cash or payment thereof provided forcash, any such payment or distribution of assets of the Company (other than the assets of Imbali) of any kind or character, whether in cash, property or securitiessecurities in respect of the Subordinated Debt (other than Reorganization Debt Securities), including any such payment or distribution arising out of the exercise by any the Subordinated Debt Provider Creditor of a right of set-off or counterclaim and any such payment or distribution in respect of the Subordinated Debt received by reason of any other indebtedness of the Company being subordinated to the Subordinated ObligationsDebt, then, and in such event, such payment or distribution shall not be commingled with other funds of the Subordinated Creditor and shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent Agent, in precisely the form received (except for distribution in accordance the endorsement or assignment of the Subordinated Creditor where necessary), with the terms Agent to promptly remit to the Subordinated Creditor any amounts remaining after payment in full in cash of all Senior Debt, giving effect to any concurrent payment or distribution to the Collateral Agency AgreementAgent, the Banks or both; and (D4) if the Subordinated Creditor hereby irrevocably authorizes and empowers the Agent to demand, sxx for, collect and receive every such payment or distribution and give acquittance therefor, to execute, sign, endorse, transfer and deliver any Subordinated Debt Provider shall have failed and all receipts and instruments, and to file claims and take such other actions, all in the name of the Subordinated Creditor, or otherwise, as the Agent may deem necessary or advisable for the enforcement of this Agreement, but the Agent has no obligation to do so. The Subordinated Creditor hereby (A) agrees to file appropriate proofs of claim in respect of the Subordinated Debt; and (B) agrees to execute and deliver to the Agent or its representatives on demand such powers of attorney, proofs of claim and other instruments as may be requested by the Agent or its representatives in order to enable the Agent to (x) enforce any and all claims upon or with respect to the Subordinated Obligations earlier than [15] days prior Debt; and (y) collect and receive all such payments or distributions which may be payable or deliverable at any time upon or with respect to the deadline for any such filing, the Subordinated Debt Provider shall execute and deliver to the Senior Parties such powers of attorney, assignments or other instruments as the Required Senior Parties may reasonably request to file such claims or proofs of claim. The consolidation of the Company with, or the merger of the Company into, another entity or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture or the correlative provisions of any other Financing Document shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing DocumentDebt.

Payment of Proceeds Upon Dissolution. In the event of (ia) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Subordinated Borrower or to its creditors, as such, or to its assets, or (iib) any liquidation, dissolution or other winding up of the Companyany Subordinated Borrower, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iiic) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companyany Subordinated Borrower, then and in any such event: (A1) the Senior Parties shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior ObligationsDebt, or provision shall be made for such payment, before any the Subordinated Debt Provider Creditors shall be entitled to receive any payment on account of principal of, or interest or premium (if any) on, the Subordinated ObligationsDebt; (B2) any payment or distribution of assets of the Company such Subordinated Borrower of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any the Subordinated Party Creditors would be entitled but for the provisions of these Terms of Subordination, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company such Subordinated Borrower being subordinated to the payment of the Subordinated ObligationsDebt (other than Reorganization Debt Securities), shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Senior Parties, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreement.principal of, and interest and premium (if any) on, the Senior Debt held or represented by any Senior Party, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Senior Parties; (C3) ifin the event that, notwithstanding the foregoing provisions of this clause (ii) of these Terms of SubordinationSection 2.02, any of the Subordinated Debt Provider Creditors shall have received, before all Senior Obligations are Debt is paid in full in cash or payment thereof provided for, any such payment or distribution of assets of the Company such Subordinated Borrower of any kind or character, whether in cash, property or securitiessecurities (other than Reorganization Debt Securities), including any such payment or distribution arising out of the exercise by any the Subordinated Debt Provider Creditors of a right of set-off or counterclaim and any such payment or distribution received by reason of any other indebtedness of the Company such Subordinated Borrower being subordinated to the Subordinated ObligationsDebt, then, and in such event, such payment or distribution shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Senior Parties, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreementprincipal of, and interest and premium (if any) on, the Senior Debt held or represented by each Senior Party, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Senior Parties; and (D4) if any of the Subordinated Debt Provider Creditors shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations Debt earlier than [15] 30 days prior to the deadline for any such filing, the each such Subordinated Debt Provider Creditor shall execute and deliver to the Senior Parties Administrative Agent such powers of attorney, assignments or other instruments as the Required Senior Parties Administrative Agent may reasonably request to file such claims or proofs of claim. The consolidation of the Company with, or the merger of the Company into, another entity or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture or the correlative provisions of any other Financing Document shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing Document.

Payment of Proceeds Upon Dissolution. In the event of any of the following (ia "Dissolution Event"): (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assetsInsolvency Proceeding, or (iib) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyan Insolvency Proceeding, or (iiic) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event: (A1) the Senior Parties Banks shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Obligations, or provision shall be made for such payment, Debt before any the Subordinated Debt Provider Creditor shall be entitled to receive any payment on account of principal of, or interest or premium (if any) on, the Subordinated ObligationsDebt; (B2) any payment or distribution of assets of the Company (other than assets of Imbali) of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any the Subordinated Party Creditor would be entitled in respect of the Subordinated Debt but for the provisions of these Terms of Subordinationthis Agreement, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Subordinated ObligationsDebt (other than Reorganization Debt Securities), shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Collateral Agent for distribution in accordance (and the Subordinated Creditor hereby authorizes each such payor to pay over to the Agent, upon demand by the Agent, all such payments or distributions without the necessity of any inquiry as to the status or balance of the Senior Debt, and without further notice to or consent of the Subordinated Creditor), with the terms Agent to promptly remit to the Subordinated Creditor any amounts remaining after payment in full in cash of all Senior Debt, giving effect to any concurrent payment or distribution to the Agent, the Banks or both (and in furtherance of the Collateral Agency Agreement.foregoing and of the following clause (3), but not by way of limitation thereof, in the event the Company is subject to any Insolvency Proceeding, with the result that the Company is excused from the obligation to pay all or part of the interest otherwise payable in respect of the Senior Debt during the period subsequent to the commencement of such Insolvency Proceeding, the Subordinated Creditor agrees that all or such part of such interest, as the case may be, shall be payable out of, and to that extent diminish and be at the expense of, reorganization dividends or distributions in respect of the Subordinated Debt); (C3) ifin the event that, notwithstanding the foregoing provisions of this clause (ii) of these Terms of SubordinationSection 2.02, any the Subordinated Debt Provider Creditor shall have received, before all Senior Obligations are Debt is paid in full in cash or payment thereof provided forcash, any such payment or distribution of assets of the Company (other than the assets of Imbali) of any kind or character, whether in cash, property or securitiessecurities in respect of the Subordinated Debt (other than Reorganization Debt Securities), including any such payment or distribution arising out of the exercise by any the Subordinated Debt Provider Creditor of a right of set-off or counterclaim and any such payment or distribution in respect of the Subordinated Debt received by reason of any other indebtedness of the Company being subordinated to the Subordinated ObligationsDebt, then, and in such event, such payment or distribution shall not be commingled with other funds of the Subordinated Creditor and shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent Agent, in precisely the form received (except for distribution in accordance the endorsement or assignment of the Subordinated Creditor where necessary), with the terms Agent to promptly remit to the Subordinated Creditor any amounts remaining after payment in full in cash of all Senior Debt, giving effect to any concurrent payment or distribution to the Collateral Agency AgreementAgent, the Banks or both; and (D4) if the Subordinated Creditor hereby irrevocably authorizes and empowers the Agent to demand, sue for, collect and receive every such payment or distribxxxon and give acquittance therefor, to execute, sign, endorse, transfer and deliver any Subordinated Debt Provider shall have failed and all receipts and instruments, and to file claims and take such other actions, all in the name of the Subordinated Creditor, or otherwise, as the Agent may deem necessary or advisable for the enforcement of this Agreement, but the Agent has no obligation to do so. The Subordinated Creditor hereby (A) agrees to file appropriate proofs of claim in respect of the Subordinated Debt; and (B) agrees to execute and deliver to the Agent or its representatives on demand such powers of attorney, proofs of claim and other instruments as may be requested by the Agent or its representatives in order to enable the Agent to (x) enforce any and all claims upon or with respect to the Subordinated Obligations earlier than [15] days prior Debt; and (y) collect and receive all such payments or distributions which may be payable or deliverable at any time upon or with respect to the deadline for any such filing, the Subordinated Debt Provider shall execute and deliver to the Senior Parties such powers of attorney, assignments or other instruments as the Required Senior Parties may reasonably request to file such claims or proofs of claim. The consolidation of the Company with, or the merger of the Company into, another entity or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture or the correlative provisions of any other Financing Document shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing DocumentDebt.

Payment of Proceeds Upon Dissolution. In Without limiting ------------------------------------ the generality of the provisions of Section 2.01 hereof, in the event of (ia) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Obligor Entity or to its creditors, as such, or to its assets, or (iib) any liquidation, dissolution or other winding up of the Companyany Obligor Entity, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iiic) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companyany Obligor Entity, then and in any such event: (A1) the Senior Parties Lenders shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior ObligationsDebt, or provision shall be made for such payment, before any Subordinated Debt Provider the Manager Entity shall be entitled to receive any payment on account of the Subordinated ObligationsDebt; (B2) any payment or distribution of assets of the Company any Obligor Entity of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any Subordinated Party the Manager Entity would be entitled but for the provisions of these Terms of Subordinationthis Agreement, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company any Obligor Entity being subordinated to the payment of the Subordinated ObligationsDebt, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Lenders, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreement.principal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Lenders; (C3) ifin the event that, notwithstanding the foregoing provisions of this clause (ii) of these Terms of SubordinationSection 2.02, any Subordinated Debt Provider the Manager Entity shall have received, before all Senior Obligations are Debt is paid in full in cash or payment thereof provided for, any such payment or distribution of assets of the Company any Obligor Entity of any kind or character, whether in cash, property or securities, including any such payment or distribution arising out of the exercise by any Subordinated Debt Provider the Manager Entity of a right of set-off or counterclaim and any such payment or distribution received by reason of any other indebtedness of the Company any Obligor Entity being subordinated to the Subordinated ObligationsDebt, then, and in such event, such payment or distribution shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Lenders, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreementprincipal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Lenders; and (D4) if any Subordinated Debt Provider the Manager Entity shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations Debt earlier than [15] 30 days prior to the deadline for any such filing, the Subordinated Debt Provider Manager Entity shall execute and deliver to the Senior Parties Administrative Agent such powers of attorney, assignments or other instruments as the Required Senior Parties Administrative Agent may reasonably request to file such claims or proofs of claim. The consolidation of the Company with, or the merger of the Company into, another entity or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture or the correlative provisions of any other Financing Document shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing Document.

Payment of Proceeds Upon Dissolution. In Without limiting the generality of the provisions of Section 2.01 of this Schedule 6.01(h), in the event of (ia) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Borrower or to its creditors, as such, or to its assets, or (iib) any liquidation, dissolution or other winding up of the CompanyBorrower, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iiic) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the CompanyBorrower, then and in any such event: (Aa) the Senior Parties Lenders shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior ObligationsDebt, or provision shall be made for such payment, before any holder of Subordinated Debt Provider shall be entitled to receive any payment on account of the Subordinated ObligationsDebt; (Bb) any payment or distribution of assets of the Company Borrower of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any holder of Subordinated Party Debt would be entitled but for the provisions of these Terms of Subordinationthis Schedule 6.01(h), including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness Indebtedness of the Company Borrower being subordinated to the payment of the Subordinated ObligationsDebt, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Lenders, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreement.principal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Lenders; (Cc) ifin the event that, notwithstanding the foregoing provisions of this clause (ii) of these Terms of SubordinationSection 2.02, any holder of Subordinated Debt Provider shall have received, before all Senior Obligations are Debt is paid in full in cash or payment thereof provided for, any such payment or distribution of assets of the Company Borrower of any kind or character, whether in cash, property or securities, including any such payment or distribution arising out of the exercise by any Subordinated Debt Provider such holder of a right of set-off or counterclaim and any such payment or distribution received by reason of any other indebtedness Indebtedness of the Company Borrower being subordinated to the Subordinated ObligationsDebt, then, and in such event, such payment or distribution shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Lenders, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreementprincipal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Lenders; and (Dd) if any holder of Subordinated Debt Provider shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations Debt earlier than [15] 30 days prior to the deadline for any such filing, the Subordinated Debt Provider such holder shall execute and deliver to the Senior Parties Administrative Agent such powers of attorney, assignments or other instruments as the Required Senior Parties Administrative Agent may reasonably request to file such claims or proofs of claim. The consolidation of the Company with, or the merger of the Company into, another entity or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture or the correlative provisions of any other Financing Document shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing Document.

Payment of Proceeds Upon Dissolution. In the event of (ia) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Debtor or to its creditors, as such, or to its assets, or (iib) any liquidation, dissolution or other winding up of the CompanyDebtor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iiic) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the CompanyDebtor, then and in any such event: (A1) the Senior Parties Holders shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior ObligationsDebt, or provision shall be made for such payment, before any Subordinated Debt Provider the Creditor shall be entitled to receive any payment on account of principal of, or interest or premium (if any) on, the Subordinated ObligationsDebt; (B2) any payment or distribution of assets of the Company Debtor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any Subordinated Party the Creditor would be entitled but for the provisions of these Terms of Subordinationthis Agreement, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company Debtor being subordinated to the payment of the Subordinated ObligationsDebt, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Holders, ratably according to the aggregate amounts then due and payable on account of the Collateral Agency Agreement.principal of, and interest and premium (if any) on, the Senior Debt held by each Holder, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Holders; (C3) ifin the event that, notwithstanding the foregoing provisions of this clause (ii) of these Terms of SubordinationSection 2.02, any Subordinated Debt Provider the Creditor shall have received, before all Senior Obligations are Debt is paid in full in cash or payment thereof provided for, any such payment or distribution of assets of the Company Debtor of any kind or character, whether in cash, property or securities, including any such payment or distribution arising out of the exercise by any Subordinated Debt Provider the Creditor of a right of set-off or counterclaim and any such payment or distribution received by reason of any other indebtedness of the Company Debtor being subordinated to the Subordinated ObligationsDebt, then, and in such event, such payment or distribution shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Holders, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreementprincipal of, and interest and premium (if any) on, the Senior Debt held or represented by each Holder, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Holders; and (D4) if any Subordinated Debt Provider the Creditor shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations Debt earlier than [15] 30 days prior to the deadline for any such filing, the Administrative Agent is hereby irrevocably authorized to vote and file proofs of claim and otherwise to act with respect to the Subordinated Debt Provider shall execute and deliver to the Senior Parties such powers of attorney, assignments or other instruments as the Required Senior Parties Administrative Agent may reasonably request to file such claims or proofs of claim. The consolidation of the Company with, or the merger of the Company into, another entity or the liquidation or dissolution of the Company following the conveyance or transfer of deem appropriate in its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture or the correlative provisions of any other Financing Document shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing Documentreasonable discretion.

Payment of Proceeds Upon Dissolution. In the event of (ia) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company ClientLogic or to its creditors, as such, or to its assets, or (iib) any liquidation, dissolution or other winding up of the CompanyClientLogic, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iiic) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any of the CompanyBorrrowers, then and in any such event: (A1) the Senior Parties Agent on behalf of the Lenders shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Obligations, or provision shall be made for such payment, Debt before any Subordinated Debt Provider Lender shall be entitled to receive any payment on account of principal of, or interest on, or any other amount in respect of, the Subordinated ObligationsDebt; (B2) any payment or distribution of assets of the Company ClientLogic of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any Subordinated Party Lender would be entitled under the terms of the Subordinated Debt but for the provisions of these Terms of Subordinationthis Agreement, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company ClientLogic being subordinated to the payment of the Subordinated ObligationsDebt, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Collateral Agent for distribution in accordance with Agent, to be paid to the terms Lenders, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreement.principal of, and interest on, the Senior Debt held or represented by each Lender, to the extent necessary to make payment in full of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Lenders; (C3) ifin the event that, notwithstanding the foregoing provisions of this clause (ii) of these Terms of SubordinationSection 2.02, any Subordinated Debt Provider Lender shall have received, before all Senior Obligations are Debt is paid in full in cash or xxxxxx payment thereof provided for, any such payment or distribution of assets of the Company ClientLogic of any kind or character, whether in cash, property or securities, including any such payment or distribution arising out of the exercise by any Subordinated Debt Provider Lender of a right of set-off or counterclaim and any such payment or distribution received by reason of any other indebtedness of the Company ClientLogic being subordinated to the Subordinated ObligationsDebt, then, and in such event, such payment or distribution shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent for Agent, to be paid to the Lenders, ratably according to the aggregate amounts remaining unpaid on the Senior Debt held or represented by each Lender, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution in accordance with to the terms of the Collateral Agency AgreementLenders; and (D4) if any Subordinated Debt Provider Lender shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations Debt earlier than [15] 15 days prior to the deadline for any such filing, the Subordinated Debt Provider Lender shall execute and deliver to the Senior Parties Agent such powers of attorney, assignments or other instruments as the Required Senior Parties Agent may reasonably request to file such claims or proofs of claim. The consolidation In any event described in this Section, Subordinated Lender shall not, without the prior written consent of the Company withAgent, directly or indirectly, take any administrative, legal or equitable action relating to the indebtedness evidenced by the Subordinated Debt Documents against ClientLogic or take any administrative, legal or equitable action relating to the indebtedness evidenced by the Subordinated Debt Documents that, in each case, might materially and adversely affect the ability of the Agent or the merger Lenders to collect or enforce the obligations or indebtedness of ClientLogic in respect of the Company into, another entity or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture or the correlative provisions of any other Financing Document shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing DocumentSenior Debt.

Payment of Proceeds Upon Dissolution. In Without limiting the generality ------------------------------------ of the provisions of Section 2.01 hereof, in the event of (ia) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Obligor Entity or to its creditors, as such, or to its assets, or (iib) any liquidation, dissolution or other winding up of the Companyany Obligor Entity, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iiic) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companyany Obligor Entity, then and in any such event: (A1) the Senior Parties Lenders shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior ObligationsDebt, or provision shall be made for such payment, before any Subordinated Debt Provider the Manager Entity shall be entitled to receive any payment on account of the Subordinated ObligationsDebt; (B2) any payment or distribution of assets of the Company any Obligor Entity of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any Subordinated Party the Manager Entity would be entitled but for the provisions of these Terms of Subordinationthis Agreement, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company any Obligor Entity being subordinated to the payment of the Subordinated ObligationsDebt, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Lenders, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreement.principal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Lenders; (C3) ifin the event that, notwithstanding the foregoing provisions of this clause (ii) of these Terms of SubordinationSection 2.02, any Subordinated Debt Provider the Manager Entity shall have received, before all Senior Obligations are Debt is paid in full in cash or payment thereof provided for, any such payment or distribution of assets of the Company any Obligor Entity of any kind or character, whether in cash, property or securities, including any such payment or distribution arising out of the exercise by any Subordinated Debt Provider the Manager Entity of a right of set-off or counterclaim and any such payment or distribution received by reason of any other indebtedness of the Company any Obligor Entity being subordinated to the Subordinated ObligationsDebt, then, and in such event, such payment or distribution shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Lenders, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreementprincipal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Lenders; and (D4) if any Subordinated Debt Provider the Manager Entity shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations Debt earlier than [15] 30 days prior to the deadline for any such filing, the Subordinated Debt Provider Manager Entity shall execute and deliver to the Senior Parties Administrative Agent such powers of attorney, assignments or other instruments as the Required Senior Parties Administrative Agent may reasonably request to file such claims or proofs of claim. The consolidation of the Company with, or the merger of the Company into, another entity or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture or the correlative provisions of any other Financing Document shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing Document.

Payment of Proceeds Upon Dissolution. In the event of (ia) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Obligor Entity or to its creditors, as such, or to its assets, or (iib) any liquidation, dissolution or other winding up of the Companyany Obligor Entity, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iiic) any assignment for the benefit of creditors or of any other marshalling of assets and liabilities of the Companyany Obligor Entity, then and in any such event: (A1) the Senior Parties Lenders shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior ObligationsDebt, or provision shall be made for such payment, before any the Subordinated Debt Provider Lender shall be entitled to receive any payment on account of principal of, or interest or premium (if any) on, the Subordinated ObligationsDebt; (B2) any payment or distribution of assets of the Company any Obligor Entity of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any the Subordinated Party Lender would be entitled but for the provisions of these Terms of Subordinationthis Agreement, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company any Obligor Entity being subordinated to the payment of the Subordinated ObligationsDebt, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Lenders, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreement.principal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Lenders; (C3) ifin the event that, notwithstanding the foregoing provisions of this clause (ii) of these Terms of SubordinationSection 2.02, any the Subordinated Debt Provider Lender shall have received, before all Senior Obligations are Debt is paid in full in cash or payment thereof provided for, any such payment or distribution of assets of the Company any Obligor Entity of any kind or character, whether in cash, property or securities, including any such payment or distribution arising out of the exercise by any the Subordinated Debt Provider Lender of a right of set-off or counterclaim and any such payment or distribution received by reason of any other indebtedness of the Company any Obligor Entity being subordinated to the Subordinated ObligationsDebt, then, and in such event, such payment or distribution shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Lenders, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreementprincipal of, and interest and premium (if any) on, the Senior Debt held or represented by each Lender, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Lenders; and (D4) if any the Subordinated Debt Provider Lender shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations Debt earlier than [15] 30 days prior to the deadline for any such filing, the Administrative Agent is hereby irrevocably authorized to vote and file proofs of claim and otherwise to act with respect to the Subordinated Debt Provider shall execute and deliver to the Senior Parties such powers of attorney, assignments or other instruments as the Required Senior Parties Administrative Agent may reasonably request to file such claims or proofs of claim. The consolidation of the Company with, or the merger of the Company into, another entity or the liquidation or dissolution of the Company following the conveyance or transfer of deem appropriate in its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture or the correlative provisions of any other Financing Document shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing Documentreasonable discretion.

Payment of Proceeds Upon Dissolution. In the event of (ia) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Debtor or to its creditors, as such, or to its assets, or (iib) any liquidation, dissolution or other winding up of the CompanyDebtor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iiic) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the CompanyDebtor, then and in any such event: (A1) the Senior Parties Holders shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior ObligationsDebt, or provision shall be made for such payment, before any Subordinated Debt Provider the Creditor shall be entitled to receive any payment on account of principal of, or interest or premium (if any) on, the Subordinated ObligationsDebt; (B2) any payment or distribution of assets of the Company Debtor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any Subordinated Party the Creditor would be entitled but for the provisions of these Terms of Subordinationthis Agreement, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company Debtor being subordinated to the payment of the Subordinated ObligationsDebt, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Holders, ratably according to the aggregate amounts then due and payable on account of the Collateral Agency Agreement.principal of, and interest and premium (if any) on, the Senior Debt held by each Holder, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Holders; (C3) ifin the event that, notwithstanding the foregoing provisions of this clause (ii) of these Terms of SubordinationSection 2.02, any Subordinated Debt Provider the Creditor shall have received, before all Senior Obligations are Debt is paid in full in cash or payment thereof provided for, any such payment or distribution of assets of the Company Debtor of any kind or character, whether in cash, property or securities, including any such payment or distribution arising out of the exercise by any Subordinated Debt Provider the Creditor of a right of set-off set‑off or counterclaim and any such payment or distribution received by reason of any other indebtedness of the Company Debtor being subordinated to the Subordinated ObligationsDebt, then, and in such event, such payment or distribution shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent for distribution in accordance with Administrative Agent, to be paid to the terms Holders, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreementprincipal of, and interest and premium (if any) on, the Senior Debt held or represented by each Holder, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Holders; and (D4) if any Subordinated Debt Provider the Creditor shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations Debt earlier than [15] 30 days prior to the deadline for any such filing, the Administrative Agent is hereby irrevocably authorized to vote and file proofs of claim and otherwise to act with respect to the Subordinated Debt Provider shall execute and deliver to the Senior Parties such powers of attorney, assignments or other instruments as the Required Senior Parties Administrative Agent may reasonably request to file such claims or proofs of claim. The consolidation of the Company with, or the merger of the Company into, another entity or the liquidation or dissolution of the Company following the conveyance or transfer of deem appropriate in its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture or the correlative provisions of any other Financing Document shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing Documentreasonable discretion.

Payment of Proceeds Upon Dissolution. In the event of (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (ii) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event: (A) the Senior Parties shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Obligations, or provision shall be made for such payment, before any Subordinated Debt Provider shall be entitled to receive any payment of the Subordinated Obligations; (B) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any Subordinated Party would be entitled but for the provisions of these Terms of Subordination, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Subordinated Obligations, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, to the Collateral Agent for distribution in accordance with the terms of the Collateral Agency Agreement. (C) if, notwithstanding the foregoing provisions of this clause (ii) of these Terms of Subordination, any Subordinated Debt Provider shall have received, before all Senior Obligations are paid in full in cash or payment thereof provided for, any such payment or distribution of assets of the Company of any kind or character, whether in cash, ; property or securities, including any such payment or distribution arising out of the exercise by any Subordinated Debt Provider of a right of set-off or counterclaim and any such payment or distribution received by reason of any other indebtedness of the Company being subordinated to the Subordinated Obligations, then, and in such event, such payment or distribution shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent for distribution in accordance with the terms of the Collateral Agency Agreement; and (D) if any Subordinated Debt Provider shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations earlier than [15] } days prior to the deadline for any such filing, the Subordinated Debt Provider shall execute and deliver to the Senior Parties such powers of attorney, assignments or other instruments as the Required Senior Parties may reasonably request to file such claims or proofs of claim. The consolidation of the Company with, or the merger of the Company into, another entity or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture or the correlative provisions of any other Financing Document shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing Document.

Payment of Proceeds Upon Dissolution. In the event of (ia) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Obligor or to its creditors, as such, or to its assets, or (iib) any liquidation, dissolution or other winding up of the Companyany Obligor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iiic) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companyany Obligor, then and in any such event: (A1) the holders of Senior Parties Debt shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior ObligationsDebt, or provision shall be made for such payment, before any Subordinated Debt Provider Creditor shall be entitled to receive any payment on account of principal of, or interest on, the Subordinated ObligationsDebt; (B2) any payment or distribution of assets of the Company such Obligor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any Subordinated Party Creditor would be entitled but for the provisions of these Terms of Subordinationthis Agreement, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company such Obligor being subordinated to the payment of the Subordinated ObligationsDebt (other than Reorganization Debt Securities), shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Collateral Agent for distribution in accordance with holders of Senior Debt or their representative or representatives SUBORDINATION AGREEMENT 4 -4- or to the terms trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreement.principal of, and interest on, the Senior Debt held or represented by the holders of Senior Debt, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to holders of such Senior Debt; and (C3) ifin the event that, notwithstanding the foregoing provisions of this clause (ii) of these Terms of SubordinationSection 2.02, any Subordinated Debt Provider Creditor shall have received, before all Senior Obligations are Debt is paid in full in cash or payment thereof provided for, any such payment or distribution of assets of the Company such Obligor of any kind or character, whether in cash, property or securitiessecurities (other than Reorganization Debt Securities), including any such payment or distribution arising out of the exercise by any Subordinated Debt Provider Creditor of a right of set-off or counterclaim and any such payment or distribution received by reason of any other indebtedness of the Company such Obligor being subordinated to the Subordinated ObligationsDebt, then, and in such event, such payment or distribution shall be held in trust for the benefit of, and shall be immediately paid over or delivered to, the Collateral Agent for distribution in accordance with holders of Senior Debt or their representative or representatives or to the terms trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Collateral Agency Agreement; and (D) if any Subordinated principal of, and interest on, the Senior Debt Provider shall have failed to file claims held or proofs represented by each holder of claim with respect Senior Debt, to the Subordinated Obligations earlier than [15] days prior extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the deadline for any holders of such filing, the Subordinated Debt Provider shall execute and deliver to the Senior Parties such powers of attorney, assignments or other instruments as the Required Senior Parties may reasonably request to file such claims or proofs of claimDebt. The consolidation of the Company any Obligor with, or the merger of the Company any Obligor into, another entity corporation (or other entity) or the liquidation or dissolution of the Company such Obligor following the conveyance or transfer of its properties and assets substantially as an entirety to another entity upon the terms and conditions set forth in the Indenture corporation (or the correlative provisions of any other Financing Document entity) shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company such Obligor for purposes of these Terms of Subordination if the entity formed by such consolidation or into which the Company is merged or the entity that acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in the Indenture or such correlative provisions of any other Financing Documentthis Agreement.