Common use of Realization Clause in Contracts

Realization. The Corporation, and each Debentureholder by its acceptance of a Debenture, agrees that, 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 assets of the Corporation by reason of the liquidation, dissolution or winding-up of the business of the Corporation, or any sale, receivership, insolvency or bankruptcy proceedings, or assignment for the benefit of creditors, or in the event of a bulk sale of any of the assets of the Corporation, or any proceeding by or against the Corporation for any relief under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, marshalling of assets, compromise, or other proceedings (other than in respect of a bona fide merger, amalgamation or arrangement permitted by the terms of this Trust Indenture and pursuant to which a Successor Corporation assumes all of the obligations of the Corporation in respect of the Permitted Senior Debt and the Subordinated Obligations), then and in every such event: (a) all of the Permitted Senior Debt shall first be paid in full and satisfied before the Debentureholders shall be entitled to receive or retain any payment or distribution from the Corporation or any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution in respect of the Subordinated Obligations; (b) any payment or distribution of assets or securities of the Corporation of any kind or character, whether in cash, property or securities, to which the Debentureholders would be entitled in respect of the Subordinated Obligations, shall be paid by the Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of Permitted Senior Debt to the extent necessary to pay in full all the Permitted Senior Debt before any payment or distribution is made to the Debentureholders or any representative thereof in respect of the Subordinated Obligations; and (c) if any payment or distribution of assets or securities of the Corporation of any kind or character, whether in cash, property or securities, shall be received by the Debentureholders or any representative thereof before all the Permitted Senior Debt is paid in full and satisfied, the Debentureholders will hold such payment or distribution in trust for the benefit of, and shall forthwith pay over in the form received to, the holders of Permitted Senior Debt.