In the event of any Proceeding involving any Loan Party or any property of any Loan Party or any payment or distribution in respect of any such property in any Proceeding, (i) all Senior Debt first shall be Paid in Full before any payment of, or payment or distribution with respect to, the Junior Debt shall be made, including, without limitation reorganization securities; (ii) any payment or distribution, whether in cash, property or securities which, but for the terms hereof, otherwise would be payable or deliverable in respect of the Junior Debt, shall be paid or delivered directly to Agent (to be held and/or applied by Agent in accordance with the terms of the Loan Agreement) until all Senior Debt is Paid in Full, and each Seller irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises to effect all such payments and distributions, and each Seller also irrevocably authorizes, empowers and directs Agent to demand, sue for, collect and receive every such payment or distribution; and (iii) each Seller agrees to execute and deliver to Agent or its representative all such further instruments confirming the authorization referred to in the foregoing clause.