This clause sets out the priorities for distributing assets on the liquidation of the Corporation or the sale of substantial assets. While the agreement will be subject to the debtor – creditor laws of the relevant jurisdiction, often the shareholders will agree that their loans will be paid first, followed by other creditors, and if there are remaining assets, a dividend will be paid. This ensures that if some or all of the assets of the Corporation are sold, the shareholders who loaned money to the Corporation will be repaid before other shareholders receive a dividend.