Common use of SENIOR CREDITOR’S PRIORITY Clause in Contracts

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of the Senior Debt and the Subordinated Debt of Borrower, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's business, or upon the sale of all or any substantial part of Borrower's property (any of the foregoing being hereinafter referred to as an "Insolvency Event"), then, and in any such event, Senior Creditor shall be entitled to receive payment in cash or other property or securities in the full amount of the allowed claim of the Senior Debt, before Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor and applied in payment of the Senior Debt. (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding. (c) In the event that, notwithstanding the foregoing, any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has been paid, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly paid over to Senior Creditor for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash, property, or securities in the full amount of the allowed claim of the Senior Debt.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower the Loan Parties or the proceeds thereof to the creditors of Borrowerthe Loan Parties, or the readjustment of the Senior Debt and the Subordinated Debt of Borrowerthe Loan Parties, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower the Loan Parties to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's the Loan Parties’ business, or upon the sale of all or any substantial part of Borrower's the Loan Parties’ property (any of the foregoing being hereinafter referred to as an "“Insolvency Event"”), then, and in any such event, Senior Creditor Creditors shall be entitled to receive the payment in cash or other property or securities in the full amount of the allowed claim of the Senior Debt, Debt before Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, other than Permissible Securities, shall be paid to Senior Creditor Creditors and applied in payment of the Senior Debt.; (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding.; and (c) In the event that, notwithstanding Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has been paidpaid in violation of this Agreement, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly paid over to Senior Creditor Creditors for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash, property, or securities in the full amount Discharge of the allowed claim of the Senior Debt.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower the Loan Parties or the proceeds thereof to the creditors of Borrowerthe Loan Parties, or the readjustment of the Senior Debt and the Subordinated Debt of Borrowerthe Loan Parties, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower the Loan Parties to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's the Loan Parties’ business, or upon the sale of all or any substantial part of Borrower's the Loan Parties’ property (any of the foregoing being hereinafter referred to as an "“Insolvency Event"”), then, and in any such event, Senior Creditor shall be entitled to receive the payment in cash or other property or securities in the full amount of the allowed claim of the Senior Debt, Debt before Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, other than Permissible Securities, shall be paid to Senior Creditor and applied in payment of the Senior Debt.; (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding.; and (c) In the event that, notwithstanding Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has been paidpaid in violation of this Agreement, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly paid over to Senior Creditor for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash, property, or securities in the full amount Discharge of the allowed claim of the Senior Debt.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower any Loan Party or the proceeds thereof to the creditors of Borrowerany Loan Party, or the readjustment of the Senior Debt and the Subordinated Debt of Borrowerany Loan Party, whether by reason of liquidation, bankruptcy, arrangement, receivership, winding up of any Loan Party, whether voluntary or involuntary, examinership, administration, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower any Loan Party to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's any Loan Party’s business, or upon the sale of all or any substantial part of Borrower's any Loan Party’s property (any of the foregoing being hereinafter referred to as an "“Insolvency Event"”), then, and in any such event, Senior Creditor shall be entitled to receive the payment in cash or other property or securities in the full amount of the allowed claim of the Senior Debt, Debt (other than inchoate indemnity obligations) before (i) Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt and (ii) any Intra-Group Lender shall be entitled to receive any payment on account of the Intra-Group Liabilities shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor and applied in payment of the Senior Debt.; (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty fifteen (3015) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding.; (c) In the event that, notwithstanding Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has been paid, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly paid over to Senior Creditor for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash in full (other than inchoate indemnity obligations); and (d) Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, propertyproperties or securities, or securities in the full amount of the allowed claim shall be received by any Intra-Group Lenders before all of the Senior DebtDebt has been paid, then such payment or distribution shall be segregated and shall be promptly paid over to Senior Creditor for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash in full (other than inchoate indemnity obligations). (e) Notwithstanding the foregoing, it is acknowledged that the Senior Debt may, subject to the limitations set forth in Section 14 herein or in the then extant Senior Loan Documents, be restated, repaid or Refinanced in an amount up to the Senior Debt Cap, or otherwise amended or modified from time to time, all without affecting the priorities set forth herein or the provisions of this Agreement defining the relative rights of the parties hereto.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of the Senior Debt and the Subordinated Debt of Borrower, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's ’s business, or upon the sale of all or any substantial part of Borrower's ’s property (any of the foregoing being hereinafter referred to as an "“Insolvency Event"”), then, and in any such event, Senior Creditor shall be entitled to receive the payment in cash or other property or securities in the full amount of the allowed claim of the Senior Debt, Debt before Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor and applied in payment of the Senior Debt.; (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding.; and (c) In the event that, notwithstanding Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has been paid, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly paid over to Senior Creditor for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash, property, or securities cash in the full amount of the allowed claim of the Senior Debtfull.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or any of its subsidiaries or affiliates or the proceeds thereof to the creditors of BorrowerBorrower or any of its subsidiaries or affiliates, or the readjustment of the Senior Debt and the Subordinated Debt of BorrowerDebt, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower or any of its subsidiaries or affiliates to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's ’s or any of its subsidiaries’ or affiliates’ business, or upon the sale of all or any substantial part of Borrower's ’s or any of its subsidiaries’ or affiliates’ property (any of the foregoing being hereinafter referred to as an "“Insolvency Event"”), then, and in any such event, Senior Creditor shall be entitled to receive the payment in cash or other property or securities in the full amount of the allowed claim of the Senior Debt, Debt before Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securitiessecurities (other than a distribution of Reorganization Securities), in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor and applied in payment of the Senior Debt.; and (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding. (c) In the event that, notwithstanding Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securitiessecurities (other than a distribution of Reorganization Securities), shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has been paid, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly immediately paid over to Senior Creditor for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash, property, or securities cash in the full amount of the allowed claim of the Senior Debtfull.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower Obligor or any of its subsidiaries or affiliates or the proceeds thereof to the creditors of BorrowerObligor or any of its subsidiaries or affiliates, or the readjustment of the Senior Debt and the Subordinated Debt of BorrowerDebt, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower Obligor or any of its subsidiaries or affiliates to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's Obligor’s or any of its subsidiaries’ or affiliates’ business, or upon the sale of all or any substantial part of Borrower's Obligor’s or any of its subsidiaries’ or affiliates’ property (any of the foregoing being hereinafter referred to as an "“Insolvency Event"”), then, and in any such event, Senior Creditor Agent, shall be entitled to receive the indefeasible payment in cash or other property or securities in the full amount of the allowed claim of the Senior Debt, Debt before Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor Agent, and applied in payment of the Senior Debt.; (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding.; and (c) In the event that, notwithstanding Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has been paid, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly immediately paid over to Senior Creditor Agent, for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash, property, or securities cash in the full amount of the allowed claim of the Senior Debtfull.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or any of its subsidiaries or affiliates or the proceeds thereof to the creditors of BorrowerBorrower or any of its subsidiaries or affiliates, or the readjustment of the Senior Debt and the Subordinated Debt of BorrowerDebt, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower or any of its subsidiaries or affiliates to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's ’s or any of its subsidiaries’ or affiliates’ business, or upon the sale of all or any substantial part of Borrower's ’s or any of its subsidiaries’ or affiliates’ property (any of the foregoing being hereinafter referred to as an "“Insolvency Event"”), then, and in any such event, Senior Creditor shall be entitled to receive the indefeasible payment in cash or other property or securities in the full amount of the allowed claim of the Senior Debt, Debt before Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor and applied in payment of the Senior Debt.; (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding.; and (c) In the event that, notwithstanding Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has been paid, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly immediately paid over to Senior Creditor for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash, property, or securities cash in full. This Agreement is a subordination agreement within the full amount meaning of Section 510(a) of the allowed claim United States Bankruptcy Code and shall continue in full force and effect after the occurrence of any Insolvency Event, including, without limitation, after the Senior Debtfiling of any petition by or against Borrower under the United States Bankruptcy Code and all converted or succeeding cases in respect thereof. All references herein to Borrower shall be deemed to apply to Borrower as debtor-in-possession and to any trustee in any insolvency proceeding relating to such obligor.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of the a Senior Debt and the Subordinated Debt of Borrower, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the a Senior Debt or the Subordinated Debt, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's business, or upon the sale of all or any substantial part of Borrower's property (any of the foregoing being hereinafter referred to as an "Insolvency Event"), then, and in any such event, each Senior Creditor shall be entitled to receive payment in cash or other property or securities in the full amount of the allowed claim of the any Senior Debt, before Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor Creditors and applied in payment of the all Senior Debt. (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding. (c) In the event that, notwithstanding the foregoing, any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has have been paid, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly paid over to Senior Creditor Creditors for application to the payments payment of amounts due on the Senior Debt until the all Senior Debt shall have been paid in cash, property, or securities in the full amount of the allowed claim of the all Senior Debt.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower Borrowers or any of its subsidiaries or affiliates or the proceeds thereof to the creditors of BorrowerBorrowers or any of its subsidiaries or affiliates, or the readjustment of the Senior Debt and the Subordinated Debt of BorrowerDebt, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower Borrowers or any of its subsidiaries or affiliates to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's Borrowers’ or any of its subsidiaries’ or affiliates’ business, or upon the sale of all or any substantial part of Borrower's Borrowers’ or any of its subsidiaries’ or affiliates’ property (any of the foregoing being hereinafter referred to as an "“Insolvency Event"”), then, and in any such event, Senior Creditor shall be entitled to receive the indefeasible payment in cash or other property or securities in the full amount of the allowed claim of the Senior Debt, Debt before Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor and applied in payment of the Senior Debt.; (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding.; and (c) In the event that, notwithstanding Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has been paid, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly immediately paid over to Senior Creditor for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash, property, or securities cash in the full amount of the allowed claim of the Senior Debtfull.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of the Senior Debt and the Subordinated Debt of Borrower, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's ’s business, or upon the sale of all or any substantial part of Borrower's ’s property (any of the foregoing being hereinafter referred to as an "“Insolvency Event"”), then, and in any such event, Senior Creditor shall be entitled to receive the payment in cash or other property or securities in the full amount of the allowed claim of the Senior Debt, Debt before Subordinated Creditor Purchasers shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor Purchasers would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor and applied in payment of the Senior Debt.; (b) Subordinated Creditor Purchasers shall file a claim or claims, on the form required in such proceedings, on or before thirty ten (3010) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding.; (c) In the event that, notwithstanding Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securities, other than Reorganization Subordinated Securities, shall be received by Subordinated Creditor Purchasers on account of the Subordinated Debt before all of the Senior Debt has been paid, then such payment or distribution shall be received by Subordinated Creditor Purchasers in trust for and shall be promptly paid over to Senior Creditor for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash in full; (d) Until the Senior Debt is fully paid in cash, propertyeach Purchaser irrevocably appoints Senior Lender as Purchaser’s attorney-in-fact, or securities and grants to Senior Lender a power of attorney with full power of substitution, in the full amount name of Purchaser or in the name of Senior Lender, for the use and benefit of Senior Lender, without notice to Purchaser, to perform at Senior Lender’s option the following acts in any bankruptcy, insolvency or similar proceeding involving Borrower: (i) to file the appropriate claim or claims in respect of the allowed claim Subordinated Debt on behalf of Purchaser if Borrower does not do so prior to 30 days before the expiration of the time to file claims in such proceeding and if Senior DebtLender elects, in its sole discretion, to file such claim or claims; and (ii) to accept or reject any plan of reorganization or arrangement on behalf of Purchaser and to otherwise vote Purchaser’s claims in respect of any Subordinated Debt in any manner that Lender deems appropriate for the enforcement of its rights hereunder; and (e) Each Purchaser shall immediately affix a legend to the instruments evidencing the Subordinated Debt stating that the instruments are subject to the terms of this Agreement.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of the Senior Debt and the Subordinated Debt of BorrowerDebt, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's ’s business, or upon the sale of all or any substantial part of Borrower's ’s property (any of the foregoing being hereinafter referred to as an "“Insolvency Event"”), then, and in any such event, Senior Creditor shall be entitled to receive the indefeasible payment in cash or other property or securities in the full amount of the allowed claim of the Senior Debt, Debt before Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor and applied in payment of the Senior Debt.; (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding.; and (c) In the event that, notwithstanding Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has been paid, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly immediately paid over to Senior Creditor for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash, property, or securities cash in full. This Agreement is a subordination agreement within the full amount meaning of Section 510(a) of the allowed claim United States Bankruptcy Code and shall continue in full force and effect after the occurrence of any Insolvency Event, including, without limitation, after the Senior Debtfiling of any petition by or against Borrower under the United States Bankruptcy Code and all converted or succeeding cases in respect thereof. All references herein to Borrower shall be deemed to apply to Borrower as debtor-in-possession and to any trustee in any insolvency proceeding relating to such obligor.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of the Senior Debt and the Subordinated Debt of Borrower, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's business, or upon the sale of all or any substantial part of Borrower's property (any of the foregoing being hereinafter referred to as an "Insolvency Event"), then, and in any such event, Senior Creditor shall be entitled to receive the payment in cash or other property or securities in the full amount of the allowed claim of the Senior Debt, Debt before Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor and applied in payment of the Senior Debt.; (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty fifteen (3015) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding.; Subordinated Creditor may vote such claim or claims, on the form required in such proceedings, on or before fifteen (15) days prior to the last date such claims or proofs of claim may be voted pursuant to law or the order of any court exercising jurisdiction over such proceeding; and (c) In the event that, notwithstanding Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has been paid, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly paid over to Senior Creditor for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash, property, or securities cash in the full amount of the allowed claim of the Senior Debtfull.

SENIOR CREDITOR’S PRIORITY. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the property of Borrower or the proceeds thereof to the creditors of Borrower, or the readjustment of the Senior Debt and the Subordinated Debt of Borrower, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any part of the Senior Debt or the Subordinated Debt, or the application of the property of Borrower to the payment or liquidation thereof, or upon the dissolution, liquidation, reorganization, or other winding up of Borrower's ’s business, or upon the sale of all or any substantial part of Borrower's ’s property (any of the foregoing being hereinafter referred to as an "“Insolvency Event"”), then, and in any such event, each Senior Creditor shall be entitled to receive the payment in cash or in full (other property or securities in the full amount of the allowed claim than contingent indemnity obligations) of the Senior Debt, Debt before Subordinated Creditor shall be entitled to receive any payment on account of the Subordinated Debt, and to that end and in furtherance thereof: (a) All payments and distributions of any kind or character, whether in cash, property, or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Creditor Creditors and applied in payment of the Senior Debt.; (b) Subordinated Creditor shall file a claim or claims, on the form required in such proceedings, on or before thirty five (305) days Business Days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding.; and (c) In the event that, notwithstanding Notwithstanding the foregoing, if any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt before all of the Senior Debt has been paid, then such payment or distribution shall be received by Subordinated Creditor in trust for and shall be promptly paid over to Senior Creditor Creditors for application to the payments of amounts due on the Senior Debt until the Senior Debt shall have been paid in cash, property, or securities cash in the full amount of the allowed claim of the Senior Debt(other than contingent indemnity obligations).