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(c) Upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization of the Company (whether in bankruptcy,
insolvency or receivership proceedings or upon an assignment for the benefit of
creditors or otherwise):
(i) the holders of all Senior Debt shall first be entitled to receive
payment in full of the principal and interest due thereon before the holder of
this Note is entitled to receive any payment on account of the principal or
interest on this Note;
(ii) any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the holder of
this Note would be entitled except for the Subordination Provisions, shall be
paid by the liquidating trustee or agent or other person making such payment
or distribution directly to the holders of Senior Debt or their
representative, or to the trustee under any indenture under which Senior Debt
may have been issued, to the extent necessary to make payment in full of all
Senior Debt remaining unpaid, after giving effect to any concurrent payment or
distribution or provision therefor to the holders of such Senior Debt; and
(iii) in the event that notwithstanding the foregoing provisions of this
paragraph (c), any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, shall be received
by the holder of this Note on account of principal or interest on this Note
before all Senior Debt is paid in full, or effective provision made for its
payment, such payment or distribution shall be received and held in trust for
and shall be paid over to the holders of the Senior Debt remaining unpaid or
unprovided for or their representative, or to the trustee under any indenture
under which Senior Debt may have been issued, for application to the payment
of such Senior Debt until all such Senior Debt shall have been paid in full,
after giving effect to any concurrent payment or distribution or provision
therefor to the holders of such Senior Debt.
(d) Subject to the payment in full of all Senior Debt, the holder of this Note
shall be subrogated to the rights of the holders of Senior Debt until all
amounts owing on this Note shall be paid in full, and for the purpose of such
subrogation no payments or distributions to the holders of the Senior Debt by or
on behalf of the Company or by or on behalf of the holder of this Note by virtue
of the Subordination Provisions which otherwise would have been made to the
holder of this Note shall, as between the Company and the holder of this Note be
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