Common use of Payments and Distributions Clause in Contracts

Payments and Distributions. In the event that, notwithstanding the provisions of Section 15.02, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article Fifteen with respect to the Subordinated Securities, to the payment of all indebtedness of the nature of Senior Indebtedness, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) shall be received by the Holders of Subordinated Securities or by the Trustee for their benefit in connection with any proceedings or sale referred to in subsection (a) of Section 15.02 before all Senior Indebtedness is paid in full in money, such payment or distribution shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company, if any, otherwise such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in money, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. From and after the payment in full in money of all Senior Indebtedness, the Holders of Subordinated Securities (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right of payment to the Subordinated Securities and which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company applicable to the Senior Indebtedness until the Subordinated Securities shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of Senior Indebtedness of assets or securities, which otherwise would have been payable or distributable to Holders of Subordinated Securities, shall, as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article Fifteen are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders of Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of Subordinated Securities the principal of and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of Subordinated Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture subject to the rights of the holders of Senior Indebtedness, under Section 15.02, to receive cash, property or securities of the Company otherwise payable or deliverable to the Holders of the Subordinated Securities. Upon any distribution or payment in connection with any proceedings or sale referred to in subsection (a) of Section 15.02, the Trustee, subject as between the Trustee and the Holders of Subordinated Securities to the provisions of Section 1.04 hereof, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution or payment to the Trustee, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 15.03, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.03, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith pay over or distribute to Holders of Subordinated Securities or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of Article Fifteen of this Indenture or otherwise.

Payments and Distributions. In the event that, notwithstanding the provisions of Section 15.0211.02, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article Fifteen Eleven with respect to the Subordinated SecuritiesNotes, to the payment of all indebtedness of the nature of Senior Indebtedness, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) shall be received by the Holders of Subordinated Securities Notes or by the Trustee for their benefit in connection with any proceedings or sale referred to in subsection (a) of Section 15.02 11.02 before all Senior Indebtedness is paid in full in money, such payment or distribution shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company, if any, otherwise such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in money, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. From and after the payment in full in money of all Senior Indebtedness, the Holders of Subordinated Securities Notes (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right of payment to the Subordinated Securities Notes and which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company applicable to the Senior Indebtedness until the Subordinated Securities Notes shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of Senior Indebtedness of assets or securities, which otherwise would have been payable or distributable to Holders of Subordinated SecuritiesNotes, shall, as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article Fifteen Eleven are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained in this Article Fifteen Eleven or elsewhere in this Indenture or in the Subordinated Securities Notes is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders of Subordinated SecuritiesNotes, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of Subordinated Securities Notes the principal of and interest on the Subordinated Securities Notes as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of Subordinated Securities Notes and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Subordinated Security Note from exercising all remedies otherwise permitted by applicable law upon default Default under this Indenture subject to the rights of the holders of Senior Indebtedness, under Section 15.0211.02, to receive cash, property or securities of the Company otherwise payable or deliverable to the Holders of the Subordinated SecuritiesNotes. Upon any distribution or payment in connection with any proceedings or sale referred to in subsection (a) of Section 15.0211.02, the Trustee, subject as between the Trustee and the Holders of Subordinated Securities Notes to the provisions of Section 1.04 7.02 hereof, shall be entitled to conclusively rely upon a certificate of the liquidating trustee or agent or other person making any distribution or payment to the Trustee, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article FifteenEleven. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 15.0311.03, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.0311.03, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith pay over or distribute to Holders of Subordinated Securities Notes or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of Article Fifteen Eleven of this Indenture or otherwise. With respect to holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Eleven and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Payments and Distributions. In the event that, notwithstanding the provisions of Section 15.02, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article Fifteen with respect to the Subordinated Securities, to the payment of all indebtedness of the nature of Senior Indebtedness, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) shall be received by the Holders of Subordinated Securities or by the Trustee (except for any amounts due to the Trustee under Section 6.06 hereof) for their benefit in connection with any proceedings or sale referred to in subsection (a) of Section 15.02 before all Senior Indebtedness is paid in full in money, such payment or distribution shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company, if any, otherwise such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in money, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. From and after the payment in full in money of all Senior Indebtedness, the Holders of Subordinated Securities (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right of payment to the Subordinated Securities and which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company applicable to the Senior Indebtedness until the Subordinated Securities shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of Senior Indebtedness of assets or securities, which otherwise would have been payable or distributable to Holders of Subordinated Securities, shall, as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article Fifteen are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders of Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of Subordinated Securities the principal of and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of Subordinated Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture subject to the rights of the holders of Senior Indebtedness, under Section 15.02, to receive cash, property or securities of the Company otherwise payable or deliverable to the Holders of the Subordinated Securities. Upon any distribution or payment in connection with any proceedings or sale referred to in subsection (a) of Section 15.02, the Trustee, subject as between the Trustee and the Holders of Subordinated Securities to the provisions of Section 1.04 hereof, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution or payment to the Trustee, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 15.03, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.03, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith pay over or distribute to Holders of Subordinated Securities or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of Article Fifteen of this Indenture or otherwise.

Payments and Distributions. Distributions to each Certificateholder from the Income Account are computed as of the close of business on each Record Date for the following Distribution Date. Distributions from the Principal Account of the Trust (other than amounts representing failed contracts, as discussed in Section 3.3.(b) will be computed as of each Record Date, and will be made to the Certificateholders of the Trust on or shortly after the next Distribution Date. Proceeds representing principal received from the disposition of any of the Securities between a Record Date and a Distribution Date which are not used for redemptions of Units will be held in the Principal Account and not distributed until the second succeeding Distribution Date. No distributions will be made to Certificateholders electing to participate in the Total Reinvestment Plan. Persons who purchase Units between a Record Date and a Distribution Date will receive their first distribution on the second Distribution Date after such purchase. As of each Record Date the Trustee shall: (a) deduct from the Income Account of the Trust, and, to the extent funds are not sufficient therein, from the Principal Account of the Trust, amounts necessary to pay any unpaid expenses of the Trust, including registration charges, Blue Sky fees, printing costs, attorneys' fees, auditing costs and other miscellaneous out-of-pocket expenses, as certified by the Depositor, incurred in keeping the registration of the Certificates and the Trust on a current basis pursuant to Section 9.4, provided, however, that no portion of such amount shall be deducted or paid unless the payment thereof from the Trust is at that time lawful; (b) deduct from the Income Account or, to the extent funds are not available in such Account, from the Principal Account, and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.4 or pursuant to this Section 3.5; (c) deduct from the Income Account, or, to the extent funds are not available in such Account, from the Principal Account, and pay an amount equal to the unpaid fees and expenses, if any, of counsel pursuant to Section 3.9 as certified to it by the Depositor; and (d) deduct from the Income Account, or, to the extent funds are not available in such Account, from the Principal Account the estimated amount that the Depositor is then entitled to receive pursuant to Section 7.4 and hold such amount without interest until such time as it is payable to the Depositor as set forth below. On or before the first Distribution Date after the conclusion of each calendar year, the Trustee shall, upon certification in satisfactory form to the Trustee, upon which the Trustee may rely, distribute to the Depositor from the amount so held pursuant to the immediately preceding paragraph the amounts that the Depositor is at the time entitled to receive pursuant to Section 7.4 on account of services theretofore performed and expenses theretofore incurred. The Trustee also may withdraw from said accounts such amounts, if any, as it deems necessary to establish a reserve for any applicable taxes or other governmental charges that may be payable out of the Trust. Amounts so withdrawn shall not be considered a part of such Trust's assets until such time as the Trustee shall return all or any part of such amounts to the appropriate accounts. In addition, the Trustee may withdraw from the Income and Principal Accounts such amounts as may be necessary to cover redemptions of Units by the Trustee. The Principal Account shall be reimbursed for any amount withdrawn from the Principal Account under this Indenture in order to satisfy obligations which, pursuant to the terms hereof, are first to be paid out of the Income Account to the extent funds are available therein, when sufficient funds are not available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefor at that time when sufficient funds are next available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefrom at that time. On each Distribution Date or within a reasonable period of time thereafter, the Trustee shall distribute by mail to each Certificateholder of record at the close of business on the preceding Record Date, at the post office address appearing on the registration books of the Trustee, such holder's pro rata share of the balance in the Income Account calculated as set forth in the next paragraph, plus such holder's pro rata share of the distributable cash balance of the Principal Account, as of the preceding Record Date; provided, however, that funds credited to the Principal Account in the event thatof the failure of consummation of a contract to purchase Securities pursuant to Section 2.1 hereof, notwithstanding funds representing the proceeds of the sale of Securities pursuant to Section 3.8 hereof, and funds representing the proceeds of the sale of Securities under Section 5.2, 6.4 or this Section 3.5 in excess of the aggregate of (i) the amounts needed for the purposes of said Sections and (ii) such amount as the Depositor has informed the Trustee is to be used to purchase securities pursuant to Section 3.7 hereof, shall not be distributed until the following Distribution Date or at such earlier date as shall be determined by the Trustee. The Trustee shall not be required to make a distribution from the Principal Account unless the cash balance on deposit therein available for distribution shall be sufficient to distribute at least $1.00 per Unit in the case of Units initially offered at approximately $1,000, or a proportionately lower amount in the case of Units initially offered at less than $1,000 (e.g., .001 per Unit in the case of Units initially offered at approximately $1.00). The Trustee shall compute the amount of the Distribution from the Income Account (i) by subtracting from the cash balance of the Income Account computed as of the close of business on such Record Date (a) any unpaid fees and expenses then deductible pursuant to the foregoing provisions of Section 15.023.5 and (b) the Trustee's estimate of other expenses chargeable to the Income Account pursuant to the Indenture which have accrued as of such Record Date, or are otherwise properly attributable to the period to which such Income Distribution relates and (ii) by dividing the result of such calculation by the number of Units outstanding on the applicable Record Date. The amounts to be so distributed to each Certificate- holder of the Trust of record as of each Record Date shall be that pro rata share of the cash balance as of such Record Date of the Income and Principal Accounts of the Trust, computed as set forth above, as shall be represented by a notation on the registration or other record books of the Trustee. In the computation of each such share, fractions of less than one cent shall be omitted. After any such distribution provided for above, any payment cash balance remaining in the Income Account or the Principal Account shall be held in the same manner as other amounts subsequently deposited in each of such Accounts, respectively. For the purpose of distribution as herein provided, the holders of assets record on the registration books of the Company Trustee at the close of business on each Record Date shall be conclusively entitled to such distribution, and no liability shall attach to the Trustee by reason of payment to any kind or character, whether in cash, property or securities (other than securities such registered Certifi- cateholder of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment record. Nothing herein shall be construed to prevent the payment of which is subordinateamounts from the Income Account and the Principal Account to individual Certificateholders by means of one check, at least to the extent provided in this Article Fifteen with respect to the Subordinated Securities, to the payment of all indebtedness of the nature of Senior Indebtednessdraft or other proper instrument, provided that the rights appropriate statement of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) shall be received by the Holders of Subordinated Securities or by the Trustee for their benefit in connection with any proceedings or sale referred to in subsection (a) of Section 15.02 before all Senior Indebtedness is paid in full in money, such payment or distribution shall be paid over to the trustee furnished therein as provided in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company, if any, otherwise such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in money, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. From and after the payment in full in money of all Senior Indebtedness, the Holders of Subordinated Securities (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right of payment to the Subordinated Securities and which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company applicable to the Senior Indebtedness until the Subordinated Securities shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of Senior Indebtedness of assets or securities, which otherwise would have been payable or distributable to Holders of Subordinated Securities, shall, as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article Fifteen are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders of Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of Subordinated Securities the principal of and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of Subordinated Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture subject to the rights of the holders of Senior Indebtedness, under Section 15.02, to receive cash, property or securities of the Company otherwise payable or deliverable to the Holders of the Subordinated Securities. Upon any distribution or payment in connection with any proceedings or sale referred to in subsection (a) of Section 15.02, the Trustee, subject as between the Trustee and the Holders of Subordinated Securities to the provisions of Section 1.04 3.6 hereof, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution or payment to the Trustee, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 15.03, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.03, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith pay over or distribute to Holders of Subordinated Securities or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of Article Fifteen of this Indenture or otherwise.

Payments and Distributions. (a) Subject to subsections (c) and (d) below, following the exercise of remedies by any Lender or by any Agent on its behalf, all payments to be made by the Borrower, all proceeds of Collateral and all related payments due and payable to the Lenders or any Agent pursuant to any Loan Document, shall be distributed by the Collateral Agent. (b) Any payments to be made by the Borrower relating to the exercise of remedies by any Lender or by any Agent on its behalf, any proceeds of Collateral, any transfer or assignment of claims relating to the Notes in a bankruptcy and all related payments due and payable to the Lenders or any Agent pursuant to any other Loan Document shall, to such extent, be distributed by the Collateral Agent among the Agents and the Lenders according to each Lender’s or Agent’s pro rata share of the outstanding Obligations. (c) In case moneys are insufficient to pay in full the whole amount due, owing or unpaid to the Lenders and the Agents then application shall be made (i) first, to any costs, expenses or fees owed to the Administrative Agent and the Collateral Agent pursuant to the terms of this Loan Agreement or any other Loan Document, in their respective capacities as such, (ii) second, to any other Supplemental Payments owed to the Secured Parties, ratably among them in proportion to the respective amounts described in this clause (ii), (iii) third, to any unpaid accrued Interest, (iv) fourth, to the Loan Balance, and (v) fifth, to all other outstanding Obligations. Any Supplemental Payments received by any Agent shall be paid by such Agent to the Person to whom such Supplemental Payments are payable under the provisions of the Loan Documents. (d) In the event that, notwithstanding that at the provisions time of Section 15.02, any payment or distribution of assets proceeds to which this Section 3.8 applies, a Lender has not funded its full Commitment, each Lender’s Commitment Percentage shall be adjusted to reflect the percentage amount of the Company Credit Exposure of any kind or character, whether in cash, property or securities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least such Lender compared to the extent provided in this Article Fifteen with respect to the Subordinated Securities, to the payment Credit Exposure of all indebtedness of the nature of Senior Indebtedness, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) shall be received by the Holders of Subordinated Securities or by the Trustee for their benefit in connection with any proceedings or sale referred to in subsection (a) of Section 15.02 before all Senior Indebtedness is paid in full in money, such payment or distribution shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company, if any, otherwise such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in money, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. From and after the payment in full in money of all Senior Indebtedness, the Holders of Subordinated Securities (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right of payment to the Subordinated Securities and which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company applicable to the Senior Indebtedness until the Subordinated Securities shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of Senior Indebtedness of assets or securities, which otherwise would have been payable or distributable to Holders of Subordinated Securities, shall, as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article Fifteen are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders of Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of Subordinated Securities the principal of and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of Subordinated Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture subject to the rights of the holders of Senior Indebtedness, under Section 15.02, to receive cash, property or securities of the Company otherwise payable or deliverable to the Holders of the Subordinated Securities. Upon any distribution or payment in connection with any proceedings or sale referred to in subsection (a) of Section 15.02, the Trustee, subject as between the Trustee and the Holders of Subordinated Securities to the provisions of Section 1.04 hereof, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution or payment to the Trustee, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 15.03, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.03, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith pay over or distribute to Holders of Subordinated Securities or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of Article Fifteen of this Indenture or otherwiseLenders.

Payments and Distributions. In the event thatDeclare or pay any dividends, notwithstanding the provisions of Section 15.02, management fees or like fees or make any payment or other distribution of assets cash or property or both to any of the Company Stockholders other than, (i) so long as no Default or Event of Default exists or would exist immediately after payment thereof, the quarterly management fee payable to InSight Capital Partners III, L.P., or any successor entity, not to exceed $125,000 in any Borrower fiscal quarter and (ii) directors' fees and compensation for services rendered to the Borrower and/or any Subsidiary or use any of its assets for payment, purchase, conversion, redemption, retention, acquisition or retirement of any kind beneficial interest in the Borrower or character, whether in cash, property set aside or securities (other than securities reserve assets for sinking or like funds for any of the Company as reorganized or readjusted or securities of the Company or foregoing purposes, make any other corporation provided for distribution by a plan reduction of reorganization capital or readjustment otherwise in respect of any beneficial interest in the payment of Borrower or permit any Subsidiary which is subordinate, at least not a wholly-owned Subsidiary so to the extent provided in this Article Fifteen with respect to the Subordinated Securities, to the payment of all indebtedness of the nature of Senior Indebtedness, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization do or readjustment) shall be received by the Holders of Subordinated Securities or by the Trustee for their benefit in connection with pay any proceedings or sale referred to in subsection (a) of Section 15.02 before all Senior Indebtedness is paid in full in money, such payment or distribution shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company, if any, otherwise such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid amount on account of the Senior Subordinated Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in money, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. From and after the payment in full in money of all Senior Indebtedness, the Holders of Subordinated Securities (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right permitted to be paid under the Subordination Agreement; provided, however, that so long as no Default or Event of payment Default exists, (a) the Borrower shall be permitted to make payments to Stockholders and to redeem or repurchase stock to the extent permitted under Section 5.2.10, (b) subsequent to completion of a Qualified Initial Public Offering and so long as Borrower maintains a ratio of total Indebtedness for Borrowed Money to EBITDA of less than or equal to 1.0:1.0 before and after any such payment, Borrower may make regularly scheduled payments of interest on Subordinated Securities Indebtedness and which by (c) the Borrower may issue its terms grants such right of subrogation capital stock to the holder thereofNew Stockholders pursuant to Section 10.1(e) shall be subrogated of the Recapitalization Agreement which is one of the Related Transaction Documents and may issue its capital stock, up to 10% of Borrower's issued and outstanding capital stock in connection with the Stock Option Plan and, to the rights extent permitted by Section 5.2.3, in connection with Permitted Acquisitions, all so long as no Change of Control exists or results therefrom. Notwithstanding anything to the contrary set forth in this Agreement, the New Stockholders may at any time convert their shares of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company applicable to the Senior Indebtedness until the Subordinated Securities shall be paid Borrower's convertible participating preferred stock in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of Senior Indebtedness of assets or securities, which otherwise would have been payable or distributable to Holders of Subordinated Securities, shall, as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, it being understood that accordance with the provisions of this Article Fifteen are the Borrower's Amended and are intended solely Restated Certificate of Incorporation. (Loan Agreement - Fleet/Convergent) 60 Section 5.2.12. Investments in or to Other Persons. Make or commit to make any Investment in or to any other Person (including, without limitation, any Subsidiary) other than (i) advances to employees for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained in this Article Fifteen or elsewhere in this Indenture or business expenses not to exceed $20,000 in the Subordinated Securities is intended aggregate outstanding for any one employee and not to or shall impair as between exceed in the Company, its creditors other than the holders of Senior Indebtedness and the Holders of Subordinated Securities, the obligation of the Company, which is unconditional and absolute, aggregate outstanding at any one time to pay all such employees an amount equal to the Holders product of Subordinated Securities the principal of and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of Subordinated Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture subject to the rights of the holders of Senior Indebtedness, under Section 15.02, to receive cash, property or securities of the Company otherwise payable or deliverable to the Holders of the Subordinated Securities. Upon any distribution or payment in connection with any proceedings or sale referred to in subsection (a) the number of employees of Borrower and/or any Subsidiaries and (b) $1,000, (ii) other employee loans not to exceed $100,000 in the aggregate outstanding at any one time to all such employees (excluding, solely during the period described in Section 15.025.1.24, any amounts up to a maximum of $2,000,000 principal amount owing under the TrusteeClosing Date loan to Glenx X. Xxxxxxxxxx, subject Xx.), (iii) Cash Equivalent Investments, (iv) Permitted Acquisitions, (v) Investments in accounts, contract rights and chattel paper (as between defined in the Trustee Uniform Commercial Code) and notes receivable, arising or acquired in the Holders ordinary course of Subordinated Securities to the business or as permitted by other provisions of Section 1.04 hereof, this Agreement; provided that the Borrower and any Subsidiaries which guaranty the Obligations shall be entitled to rely upon not make Investments in the aggregate in any Subsidiary which is not a certificate guarantor of the liquidating trustee Obligations in excess of $500,000 and (vi) Investments described on Exhibit 5.2.2 or agent or other person making any distribution or payment to the Trustee, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 15.03, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.03, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith pay over or distribute to Holders of Subordinated Securities or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of Article Fifteen of this Indenture or otherwise5.2.12.

Payments and Distributions. Distributions to each -------------------------- Unitholder from the Income Account are computed as of the close of business on each Record Date for the following Distribution Date. Distributions from the Principal Account of the Trust (other than amounts representing failed contracts, as discussed in Section 3.3.(b)) will be computed as of each Record Date, and will be made to the Unitholders of the Trust on or shortly after the next Distribution Date. Proceeds representing principal received from the disposition of any of the Securities between a Record Date and a Distribution Date which are not used for redemptions of Units will be held in the Principal Account and not distributed until the second succeeding Distribution Date or such later time as hereinafter provided. If a Unitholder is participating in a Reinvestment Plan, distributions to such Unitholder shall be applied by the Trustee to purchase Units from the Depositors at the applicable reinvestment price on the Distribution Date. Persons who purchase Units between a Record Date and a Distribution Date will receive their first distribution on the second Distribution Date after such purchase. As of each Record Date the Trustee shall: (a) deduct from the Income Account of the Trust, and, to the extent funds are not sufficient therein, from the Principal Account of the Trust, amounts necessary to pay any unpaid expenses of the Trust, including registration charges, Blue Sky fees, printing costs, attorneys' fees, auditing costs and other miscellaneous out-of-pocket expenses, as certified by the Depositors, incurred in keeping the registration of the Units and the Trust on a current basis pursuant to Section 9.4, provided, however, that no portion of -------- ------- such amount shall be deducted or paid unless the payment thereof from the Trust is at that time lawful; (b) deduct from the Income Account or, to the extent funds are not available in such Account, from the Principal Account, and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.4 or otherwise pursuant to the provisions hereof; (c) deduct from the Income Account, or, to the extent funds are not available in such Account, from the Principal Account, and pay an amount equal to the unpaid fees and expenses, if any, of counsel pursuant to Section 3.9 as certified to it by the Depositors; and (d) deduct from the Income Account, or, to the extent funds are not available in such Account, from the Principal Account the estimated amount that the Portfolio Supervisor is then entitled to receive pursuant to Section 7.4 and hold such amount without interest until such time as it is payable to the Portfolio Supervisor as set forth below. On or before the first Distribution Date after the conclusion of each calendar year, the Trustee shall, upon certification in satisfactory form to the Trustee, upon which the Trustee may rely, distribute to the Portfolio Supervisor from the amount so held pursuant to the immediately preceding paragraph the amounts that the Portfolio Supervisor is at the time entitled to receive pursuant to Section 7.4 on account of services theretofore performed and expenses theretofore incurred. The Trustee also may withdraw from said accounts such amounts, if any, as it deems necessary to establish a reserve for any applicable taxes or other governmental charges that may be payable out of the Trust. Amounts so withdrawn shall not be considered a part of such Trust's assets until such time as the Trustee shall return all or any part of such amounts to the appropriate accounts. In addition, the Trustee may withdraw from the Income and Principal Accounts such amounts as may be necessary to cover redemptions of Units by the Trustee. The Principal Account shall be reimbursed for any amount withdrawn from the Principal Account under this Indenture in order to satisfy obligations which, pursuant to the terms hereof, are first to be paid out of the Income Account to the extent funds are available therein, when sufficient funds are not available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefor at that time when sufficient funds are next available in the Income Account after giving effect to the payment from the Income Account of all amounts otherwise required to be deducted therefrom at that time. On each Distribution Date or within a reasonable period of time thereafter, the Trustee shall distribute by mail to each Unitholder of record at the close of business on the preceding Record Date, at the post office address appearing on the registration books of the Trustee (or, if a Clearing Agency as defined in Section 5.4 is the registered Unitholder, the Trustee shall make distributions to such Clearing Agency in accordance with its applicable procedures), such holder's pro rata share of the balance in the Income Account calculated as set forth in the next paragraph, plus such holder's pro rata share of the distributable cash balance of the Principal Account, as of the preceding Record Date; provided, however, the Depositors are authorized to direct that -------- ------- funds credited to the Principal Account in the event thatof the failure of consummation of a contract to purchase Securities pursuant to Section 2.1 hereof, notwithstanding funds representing the proceeds of the sale of Securities pursuant to Section 3.8 or 3.10 hereof, and funds representing the proceeds of the sale of Securities under Section 5.2, 6.4 or this Section 3.5 in excess of the aggregate of (i) the amounts needed for the purposes of said Sections and (ii) such amount as the Depositors have informed the Trustee is to be used to purchase securities pursuant to Section 3.7 hereof, shall not be distributed until the following Distribution Date. The Trustee shall not be required to make a distribution from the Principal or Income Account unless the cash balance on deposit therein available for distribution shall be sufficient to distribute at least $1.00 per Unit in the case of Units initially offered at approximately $1,000, or a proportionately lower amount in the case of Units initially offered at less than $1,000 (e.g., .001 per Unit in the case of Units initially offered at ----- approximately $1.00). The Trustee shall compute the amount of the Distribution from the Income Account (i) by subtracting from the cash balance of the Income Account computed as of the close of business on such Record Date (a) any unpaid fees and expenses then deductible pursuant to the foregoing provisions of Section 15.023.5 and (b) the Trustee's estimate of other expenses chargeable to the Income Account pursuant to the Indenture which have accrued as of such Record Date, or are otherwise properly attributable to the period to which such Income Distribution relates and (ii) by dividing the result of such calculation by the number of Units outstanding on the applicable Record Date. The amounts to be so distributed to each Unitholder of the Trust of record as of each Record Date shall be that pro rata share of the cash balance as of such Record Date of the Income and Principal Accounts of the Trust, computed as set forth above, as shall be represented by a notation of the Units owned by such Unitholder on the registration or other record books of the Trustee. In the computation of each such share, fractions of less than one cent shall be omitted. After any such distribution provided for above, any payment cash balance remaining in the Income Account or the Principal Account shall be held in the same manner as other amounts subsequently deposited in each of such Accounts, respectively. For the purpose of distribution as herein provided, the holders of assets record on the registration books of the Company Trustee at the close of business on each Record Date shall be conclusively entitled to such distribution, and no liability shall attach to the Trustee by reason of payment to any kind or character, whether in cash, property or securities (other than securities such registered Unitholder of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment record. Nothing herein shall be construed to prevent the payment of which is subordinateamounts from the Income Account and the Principal Account to individual Unitholders by means of one check, at least to the extent provided in this Article Fifteen with respect to the Subordinated Securities, to the payment of all indebtedness of the nature of Senior Indebtednessdraft or other proper instrument, provided that the rights appropriate statement of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) shall be received by the Holders of Subordinated Securities or by the Trustee for their benefit in connection with any proceedings or sale referred to in subsection (a) of Section 15.02 before all Senior Indebtedness is paid in full in money, such payment or distribution shall be paid over to the trustee furnished therein as provided in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company, if any, otherwise such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in money, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. From and after the payment in full in money of all Senior Indebtedness, the Holders of Subordinated Securities (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right of payment to the Subordinated Securities and which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company applicable to the Senior Indebtedness until the Subordinated Securities shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of Senior Indebtedness of assets or securities, which otherwise would have been payable or distributable to Holders of Subordinated Securities, shall, as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article Fifteen are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders of Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of Subordinated Securities the principal of and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of Subordinated Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture subject to the rights of the holders of Senior Indebtedness, under Section 15.02, to receive cash, property or securities of the Company otherwise payable or deliverable to the Holders of the Subordinated Securities. Upon any distribution or payment in connection with any proceedings or sale referred to in subsection (a) of Section 15.02, the Trustee, subject as between the Trustee and the Holders of Subordinated Securities to the provisions of Section 1.04 3.6 hereof, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution or payment to the Trustee, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 15.03, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.03, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith pay over or distribute to Holders of Subordinated Securities or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of Article Fifteen of this Indenture or otherwise.

Payments and Distributions. In (a) If any of the obligations of the Borrower under or pursuant to the Note are outstanding, upon the dissolution or liquidation (in whole or in part) of the Borrower, and if any sum shall be paid or payable as a liquidating distribution or otherwise upon or with respect to any of the Pledged Equity Interests, such sum shall be paid to the Lender promptly, and in any event thatwithin two (2) business days after receipt thereof, notwithstanding to be held by the provisions Lender as additional collateral hereunder and to be applied by the Lender in satisfaction of Section 15.02such obligations. (b) If any of the obligations of the Borrower under or pursuant to the Note are outstanding and any distribution payable in additional Pledged Equity Interests shall be declared with respect to any of the Pledged Equity Interests, or any payment fractions thereof shall be issued pursuant to any transaction, or any distribution of assets capital shall be made on any of the Company of Pledged Equity Interests, or any kind or character, whether in cash, property or securities (other than securities of the Company as reorganized Borrower's interests, obligations, or readjusted other properties shall be distributed upon or securities with respect to the Pledged Equity Interests, in each case pursuant to a recapitalization or reclassification of the Company capital of the Borrower, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Borrower, or to the merger or consolidation of the Borrower with or into another entity, the interests, obligations or other properties so distributed shall promptly be delivered to the Lender or registered in the Lender's name as applicable, and, if received by any other corporation provided Pledgor, in any event within two (2) business days after receipt thereof, to be held by the Lender as additional collateral hereunder subject to the terms of this Pledge Agreement, and all of the same shall constitute Pledged Collateral for by a plan of reorganization or readjustment all purposes hereof. (c) Borrower may make, and each Pledgor may receive, Cash Distributions (as defined in the payment of which is subordinate, at least LLC Agreement) if and to the extent provided for in this Article Fifteen the LLC Agreement (as in effect as of the date hereof) for so long as (A) no default or breach has occurred and is continuing, and no event or condition has occurred which with the giving of notice or lapse of time, or both, would constitute a default or breach under or with respect to (i) the Subordinated Securities, Note (without regard to the payment terms and conditions of all indebtedness that certain Debt Subordination Agreement of the nature even date herewith among Borrower, Lender and General Electric Capital Business Asset Funding Corporation ("GE Capital"), or (ii) any of Senior Indebtedness, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustmentGE Capital's three (3) shall be received by the Holders of Subordinated Securities or by the Trustee for their benefit loans to Borrower made in connection with any proceedings or sale referred to in subsection (a) of Section 15.02 before all Senior Indebtedness is paid in full in money, such payment or distribution shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets closing of the Company, if any, otherwise such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to Merger Agreement in the aggregate amounts remaining unpaid on account original principal amount of the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in money, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. From and after the payment in full in money of all Senior Indebtedness, the Holders of Subordinated Securities (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right of payment to the Subordinated Securities and which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company applicable to the Senior Indebtedness until the Subordinated Securities shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of Senior Indebtedness of assets or securities, which otherwise would have been payable or distributable to Holders of Subordinated Securities, shall, as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article Fifteen are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders of Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of Subordinated Securities the principal of and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms$30,000,000, or to affect the relative rights of the Holders of Subordinated Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture subject to the rights of the holders of Senior Indebtedness, under Section 15.02, to receive cash, property or securities of the Company otherwise payable or deliverable to the Holders of the Subordinated Securities. Upon any distribution or payment in connection with any proceedings or sale referred to in subsection (aB) of Section 15.02, the Trustee, subject as between the Trustee and the Holders of Subordinated Securities to the provisions of Section 1.04 hereof, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution or payment to the Trustee, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to each Pledgor individually, no Event of Default (hereinafter defined) has occurred and is continuing, and no event or condition has occurred which with the right giving of any person as a holder notice or lapse of Senior Indebtedness to participate in any payment time, or distribution pursuant to this Section 15.03both, the Trustee may request such person to furnish evidence to the reasonable satisfaction would constitute an Event of the Trustee as to the amount of Senior Indebtedness held Default by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.03, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith pay over or distribute to Holders of Subordinated Securities or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of Article Fifteen of this Indenture or otherwisePledgor.

Payments and Distributions. In Distributions to each --------------------------- Unitholder from the event that, notwithstanding the provisions of Section 15.02, any payment or distribution of assets Income Account are computed as of the Company close of any kind or character, whether in cash, property or securities business on each Record Date for the following Distribution Date. Distributions from the Principal Account of the Trust (other than securities amounts representing failed contracts, as discussed in Section 3.3.(b)) will be computed as of each Record Date, and will be made to the Unitholders of the Company as reorganized Trust on or readjusted or securities shortly after the next Distribution Date. Proceeds representing principal received from the disposition of any of the Company Securities between a Record Date and a Distribution Date which are not used for redemptions of Units will be held in the Principal Account and not distributed until the second succeeding Distribution Date or any other corporation provided for such later time as hereinafter provided. If a Unitholder is participating in a Reinvestment Plan, distributions to such Unitholder shall be applied by the Trustee to purchase Units from the Depositors at the applicable reinvestment price on the Distribution Date. Persons who purchase Units between a plan Record Date and a Distribution Date will receive their first distribution on the second Distribution Date after such purchase. As of reorganization or readjustment each Record Date the payment Trustee shall: (a) deduct from the Income Account of which is subordinatethe Trust, at least and, to the extent provided funds are not sufficient therein, from the Principal Account of the Trust, amounts necessary to pay any unpaid expenses of the Trust, including registration charges, Blue Sky fees, printing costs, attorneys' fees, auditing costs and other miscellaneous out-of-pocket expenses, as certified by the Depositors, incurred in this Article Fifteen with respect keeping the registration of the Units and the Trust on a current basis pursuant to Section 9.4, provided, however, that no portion of such amount shall be deducted or paid unless the Subordinated Securitiespayment thereof from the Trust is at that time lawful; (b) deduct from the Income Account or, to the payment of all indebtedness of the nature of Senior Indebtedness, provided that the rights of the holders of the Senior Indebtedness extent funds are not altered by available in such reorganization Account, from the Principal Account, and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.4 or readjustment) shall be received by the Holders of Subordinated Securities or by the Trustee for their benefit in connection with any proceedings or sale referred to in subsection (a) of Section 15.02 before all Senior Indebtedness is paid in full in money, such payment or distribution shall be paid over otherwise pursuant to the trustee provisions hereof; (c) deduct from the Income Account, or, to the extent funds are not available in bankruptcysuch Account, receiverfrom the Principal Account, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of and pay an amount equal to the Companyunpaid fees and expenses, if any, otherwise such payment or distribution shall be paid over of counsel pursuant to Section 3.9 as certified to it by the Depositors; and (d) deduct from the Income Account, or, to the holders of extent funds are not available in such Senior Indebtedness or their representative or representatives or Account, from the Principal Account the estimated amount that the Depositors are then entitled to receive pursuant to Section 7.4 and hold such amount without interest until such time as it is payable to the trustee Depositors as set forth below. On or trustees under any indenture under which any instruments evidencing any before the first Distribution Date after the conclusion of such Senior Indebtedness may have been issuedeach calendar year, ratably according the Trustee shall, upon certification in satisfactory form to the aggregate Trustee, upon which the Trustee may rely, distribute to the Depositors from the amount so held pursuant to the immediately preceding paragraph the amounts remaining unpaid that the Depositors are at the time entitled to receive pursuant to Section 7.4 on account of services theretofore performed and expenses theretofore incurred. The Trustee also may withdraw from said accounts such amounts, if any, as it deems necessary to establish a reserve for any applicable taxes or other governmental charges that may be payable out of the Senior Indebtedness held Trust. Amounts so withdrawn shall not be considered a part of such Trust's assets until such time as the Trustee shall return all or represented by each, for application any part of such amounts to the payment appropriate accounts. In addition, the Trustee may withdraw from the Income and Principal Accounts such amounts as may be necessary to cover redemptions of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness Units by the Trustee. The Principal Account shall have been be reimbursed for any amount withdrawn from the Principal Account under this Indenture in order to satisfy obligations which, pursuant to the terms hereof, are first to be paid out of the Income Account to the extent funds are available therein, when sufficient funds are not available in full in money, the Income Account after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. From and after the payment in full in money from the Income Account of all Senior Indebtedness, amounts otherwise required to be deducted therefor at that time when sufficient funds are next available in the Holders of Subordinated Securities (together with the holders of any other indebtedness of the Company which is subordinate in right of payment Income Account after giving effect to the payment in full from the Income Account of all Senior Indebtednessamounts otherwise required to be deducted therefrom at that time. On each Distribution Date or within a reasonable period of time thereafter, which is not subordinate in right the Trustee shall distribute by mail to each Unitholder of payment to record at the Subordinated Securities and which by its terms grants such right close of subrogation to business on the holder thereof) shall be subrogated to preceding Record Date, at the rights post office address appearing on the registration books of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of Trustee (or, if a Clearing Agency as defined in Section 5.4 is the Company applicable to registered Unitholder, the Senior Indebtedness until the Subordinated Securities Trustee shall be paid in full, and, for the purposes of such subrogation, no such payments or make distributions to the holders of Senior Indebtedness of assets or securities, which otherwise would have been payable or distributable to Holders of Subordinated Securities, shall, as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article Fifteen are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders of Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of Subordinated Securities the principal of and interest on the Subordinated Securities as and when the same shall become due and payable such Clearing Agency in accordance with their termsits applicable procedures), or to affect the relative rights such holder's pro rata share of the Holders of Subordinated Securities and creditors balance in the Income Account calculated as set forth in the next paragraph, plus such holder's pro rata share of the Company other than the holders distributable cash balance of the Senior IndebtednessPrincipal Account, nor shall anything herein or therein prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture subject to the rights as of the holders of Senior Indebtedness, under Section 15.02, to receive cash, property or securities of the Company otherwise payable or deliverable to the Holders of the Subordinated Securities. Upon any distribution or payment in connection with any proceedings or sale referred to in subsection (a) of Section 15.02, the Trustee, subject as between the Trustee and the Holders of Subordinated Securities to the provisions of Section 1.04 hereof, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution or payment to the Trustee, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 15.03, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.03, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. The Trusteepreceding Record Date; provided, however, shall not be deemed the Depositors are authorized to owe any fiduciary duty direct that -------- ------- funds credited to the holders Principal Account in the event of Senior Indebtednessthe failure of consummation of a contract to purchase Securities pursuant to Section 2.1 hereof, and shall not be liable to any such holders if it shall in good faith pay over or distribute to Holders funds representing the proceeds of Subordinated the sale of Securities or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of Article Fifteen of this Indenture or otherwise.pursuant to

Payments and Distributions. In the event that, notwithstanding the provisions of Section 15.02, any Proceeding involving any Obligor or any property of any Obligor or any payment or distribution of assets of the Company in respect of any kind such property in any Proceeding: (i) all Senior Debt first shall be Paid in Full before any payment of, or characterpayment or distribution with respect to, the Junior Debt shall be made (other than a distribution of Reorganization Subordinated Securities) from such Obligor or with respect to its property; (ii) any payment and/or distribution from such Obligor or with respect to its property, whether in cash, property or securities which, but for the terms hereof, otherwise would be payable or deliverable in respect of the Junior Debt (other than securities a distribution of the Company as reorganized Reorganization Subordinated Securities), shall be paid or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least delivered directly to the extent provided in this Article Fifteen with respect to the Subordinated Securities, to the payment of all indebtedness of the nature of Senior Indebtedness, provided that the rights of the holders Collateral Agent (acting on behalf of the Senior Indebtedness are not altered by such reorganization or readjustmentLender) shall be received by the Holders of Subordinated Securities or by the Trustee for their benefit in connection with any proceedings or sale referred to in subsection (a) of Section 15.02 before until all Senior Indebtedness Debt is paid Paid in full Full, and Junior Lender irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in moneythe premises to effect all such payments and/or distributions, and Junior Lender also irrevocably authorizes the Senior Collateral Agent to demand, xxx for, collect and receive every such payment or distribution shall be paid over in the name of Senior Lender pursuant to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent authority granted herein; and (iii) Junior Lender agrees to execute and deliver to Senior Lender or other Person making payment or distribution of assets of the Company, if any, otherwise such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their its representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid until all such further instruments reasonably requested by Senior Indebtedness shall have been paid in full in money, after giving effect Lender or its representative to any concurrent payment or distribution to confirm the holders of such Senior Indebtedness. From and after the payment in full in money of all Senior Indebtedness, the Holders of Subordinated Securities (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right of payment to the Subordinated Securities and which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company applicable to the Senior Indebtedness until the Subordinated Securities shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of Senior Indebtedness of assets or securities, which otherwise would have been payable or distributable to Holders of Subordinated Securities, shall, as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article Fifteen are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders of Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of Subordinated Securities the principal of and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of Subordinated Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture subject to the rights of the holders of Senior Indebtedness, under Section 15.02, to receive cash, property or securities of the Company otherwise payable or deliverable to the Holders of the Subordinated Securities. Upon any distribution or payment in connection with any proceedings or sale authorization referred to in subsection the foregoing clause (aii) of Section 15.02(provided, the Trustee, subject as between the Trustee and the Holders of Subordinated Securities that no such instrument shall require Junior Lender to the provisions of Section 1.04 hereof, shall be entitled permit Senior Lender to rely upon a certificate take any of the liquidating trustee or agent or other person making any distribution or payment to foregoing actions in the Trustee, the amount name of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 15.03, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.03, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith pay over or distribute to Holders of Subordinated Securities or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of Article Fifteen of this Indenture or otherwiseJunior Lender).

Payments and Distributions. In the event that, notwithstanding the provisions of Section 15.0214.02, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article Fifteen Fourteen with respect to the Subordinated Securities, to the payment of all indebtedness of the nature of Senior Indebtedness, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) shall be received by the Holders of Subordinated Securities or by the Trustee for their benefit in connection with any proceedings or sale referred to in subsection (a) of Section 15.02 14.02 before all Senior Indebtedness is paid in full in money, such payment or distribution shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company, if any, otherwise such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in money, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. From and after the payment in full in money of all Senior Indebtedness, the Holders of Subordinated Securities (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right of payment to the Subordinated Securities and which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets or securities of the Company applicable to the Senior Indebtedness until the Subordinated Securities shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of Senior Indebtedness of assets or securities, which otherwise would have been payable or distributable to Holders of Subordinated Securities, shall, as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article Fifteen Fourteen are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained in this Article Fifteen Fourteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness and the Holders of Subordinated SecuritiesHolders, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of Subordinated Securities the principal of and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of Subordinated Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture subject to the rights of the holders of Senior Indebtedness, under Section 15.0214.02, to receive cash, property or securities of the Company otherwise payable or deliverable to the Holders of the Subordinated Securities. Upon any distribution or payment in connection with any proceedings or sale referred to in subsection (a) of Section 15.0214.02, the Trustee, subject as between the Trustee and the Holders of Subordinated Securities to the provisions of Section 1.04 hereof, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution or payment to the TrusteeTrustee for the purpose of ascertaining the holders of Senior Indebtedness entitled to participate in such payment or distribution, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article FifteenFourteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 15.0314.03, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.0314.03, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. 71 The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith pay over or distribute to Holders of Subordinated Securities or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of Article Fifteen Fourteen of this Indenture or otherwise.

Payments and Distributions. In the event that, notwithstanding the provisions of Section 15.0214.02, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than securities of the Company as reorganized or readjusted or securities of the Company or any 75 other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article Fifteen Fourteen with respect to the Subordinated Securities, to the payment of all indebtedness of the nature of Senior IndebtednessObligations, provided that the rights of the holders of the Senior Indebtedness Obligations are not altered by such reorganization or readjustment) shall be received by the Holders of Subordinated Securities holders or by the Trustee for their benefit in connection with any proceedings or sale referred to in subsection (a) of Section 15.02 14.02 before all Senior Indebtedness Obligations is paid in full in money, such payment or distribution shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company, if any, otherwise such payment or distribution shall be paid over to the holders of such Senior Indebtedness Obligations or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Obligations may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness Obligations held or represented by each, for application to the payment of all Senior Indebtedness Obligations remaining unpaid until all such Senior Indebtedness Obligations shall have been paid in full in money, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessObligations. From and after the payment in full in money of all Senior IndebtednessObligations, the Holders holders of Subordinated Securities (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior IndebtednessObligations, which is not subordinate in right of payment to the Subordinated Securities and which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of Senior Indebtedness Obligations to receive payments or distributions of assets or securities of the Company applicable to the Senior Indebtedness Obligations until the Subordinated Securities shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of Senior Indebtedness Obligations of assets or securities, which otherwise would have been payable or distributable to Holders holders of Subordinated Securities, shall, as between the Company, its creditors other than the holders of Senior Indebtedness Obligations, and the Holdersholders, be deemed to be a payment by the Company to or on account of the Senior IndebtednessObligations, it being understood that the provisions of this Article Fifteen Fourteen are and are intended solely for the purpose of defining the relative rights of the Holdersholders, on the one hand, and the holders of the Senior IndebtednessObligations, on the other hand, and nothing contained in this Article Fifteen Fourteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness Obligations, and the Holders of Subordinated Securitiesholders, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of Subordinated Securities holders the principal of and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of Subordinated Securities holders and creditors of the Company other than the holders of the Senior IndebtednessObligations, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture subject to the rights of the holders of Senior IndebtednessObligations, under Section 15.0214.02, to receive cash, property or securities of the Company otherwise payable or deliverable to the Holders holders of the Subordinated Securities. 76 Upon any distribution or payment in connection with any proceedings or sale referred to in subsection (a) of Section 15.0214.02, the Trustee, subject as between the Trustee and the Holders of Subordinated Securities holders to the provisions of Section 1.04 hereof, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution or payment to the TrusteeTrustee for the purpose of ascertaining the holders of Senior Obligations entitled to participate in such payment or distribution, the amount of such Senior Indebtedness Obligations or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article FifteenFourteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness Obligations to participate in any payment or distribution pursuant to this Section 15.0314.03, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Obligations held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 15.0314.03, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessObligations, and shall not be liable to any such holders if it shall in good faith pay over or distribute to Holders holders of Subordinated Securities or the Company or any other person moneys or assets to which any holders of Senior Indebtedness Obligations shall be entitled by virtue of Article Fifteen Fourteen of this Indenture or otherwise.