Common use of Debentures Subordinated to Senior Indebtedness Clause in Contracts

Debentures Subordinated to Senior Indebtedness. The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of a Debenture, by his acceptance thereof, likewise covenants and agrees, that the indebtedness evidenced by the Debentures, including the payment of the principal thereof and interest thereon, shall be subordinate and junior in right of payment, to the extent and in the manner set forth in this Article 5, to the prior payment in full of all Senior Indebtedness, and that each holder of Senior Indebtedness whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Indebtedness in reliance upon the covenants and provisions contained in this Indenture and the Debentures. The Debentures shall not be superior in right of payment to the payment of the Company's obligations under (i) the Supplemental Indenture No. 3 to the Junior Subordinated Indenture dated as of November 12, 1998, among the Company, MCI Communications Corporation and Wilmington Trust Company, (ii) the Supplement No. 1 to the Guarantee Agreement dated as of November 12, 1998 among the Company, MCI Communications Corporation and Wilmington Trust Company, (iii) the Trust Agreement Guarantee dated as of November 12, 1998, among Wilmington Trust Company, the administrative trustee thereto, MCI Communications Corporation and the Company and (iv) the Expense Agreement Guarantee dated as of November 12, 1998, between the Company and MCI Capital I, a Delaware business trust, but shall rank pari passu in all respects with such obligation(s). All Debentures of this issue rank as to payment of principal and interest equally and ratably, without priority one over the other. The provisions of this Article 5 are made for the benefit of all holders of Senior Indebtedness and any such holder may proceed to enforce such provisions. Notwithstanding anything contained in this Indenture or the Debentures to the contrary, all the provisions of this Indenture and the Debentures shall be subject to the provisions of this Article 5, so far as they may be applicable thereto.

Debentures Subordinated to Senior Indebtedness. The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of a Debenture, by his acceptance thereof, likewise covenants and agrees, that the indebtedness evidenced by the Debentures, including the payment of the principal thereof and interest thereon, shall be subordinate and junior in right of payment, to the extent and in the manner set forth in this Article 5, to the prior payment in full of all Senior Indebtedness, and that each holder of Senior Indebtedness whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Indebtedness in reliance upon the covenants and provisions contained in this Indenture and the Debentures. The Debentures shall not be superior in right of payment to the payment of the indebtedness evidenced by the Company's obligations under (i) the Supplemental Indenture No. 3 to the Junior 3.5% Convertible Subordinated Indenture dated as of November 12Debenture due 1999, 1998, among the Company, MCI Communications Corporation 's 3.0% Convertible Subordinated Note due 1996 and Wilmington Trust Company, (ii) the Supplement No. 1 to the Guarantee Agreement dated as of November 12, 1998 among the Company, MCI Communications Corporation and Wilmington Trust Company, (iii) the Trust Agreement Guarantee dated as of November 12, 1998, among Wilmington Trust Company, the administrative trustee thereto, MCI Communications Corporation and the Company and (iv) the Expense Agreement Guarantee dated as of November 12, 1998, between the Company and MCI Capital I, a Delaware business trust's 6.75% Convertible Subordinated Debentures due 2002, but shall rank pari passu in all respects with ---- ----- such obligation(s). All In addition, all Debentures of this issue rank as to payment of principal and interest equally and ratably, without priority one over the other. The provisions of this Article 5 are made for the benefit of all holders of Senior Indebtedness and any such holder may proceed to enforce such provisions. Notwithstanding anything contained in this Indenture or the Debentures to the contrary, all the provisions of this Indenture and the Debentures shall be subject to the provisions of this Article 5, so far as they may be applicable thereto.

Debentures Subordinated to Senior Indebtedness. The Company, for itself, its successors and assigns, Company covenants and agrees, and each Holder of a Debenture, by his acceptance thereof, thereof likewise covenants and agrees, that all Debentures are subject to the indebtedness evidenced provisions of this Article XI; and each Person holding any Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions and acknowledges that such provisions are for the Debenturesbenefit of, including and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness as provided in this Article and appoints the Trustee as such Holder’s attorney-in-fact for any and all such purposes. The payment of the principal thereof of, premium, if any, and interest thereon(including Additional Interest, shall be subordinate if any) on and junior in right any other payment due pursuant to this Indenture or any Debentures issued hereunder (including, without limitation, the payment or deposit of paymentthe Redemption Price, Make Whole Optional Redemption Premium, Optional Repurchase Price or Fundamental Change Payment pursuant to Article III) shall, to the extent and in the manner hereinafter set forth forth, be subordinated and subject in this Article 5, right of payment to the prior payment in full of all Senior Indebtedness, and that each holder of Senior Indebtedness whether now outstanding at the Issue Date or hereafter thereafter created, incurred, assumed or guaranteed guaranteed. Each Holder by accepting a Debenture acknowledges and agrees that the subordination provision set forth in this Article XI are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created before or after the issuance of the Debentures, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have acquired relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness in reliance upon the covenants Indebtedness, and provisions contained in this Indenture and the Debentures. The Debentures shall not be superior in right of payment to the payment of the Company's obligations under (i) the Supplemental Indenture No. 3 to the Junior Subordinated Indenture dated as of November 12, 1998, among the Company, MCI Communications Corporation and Wilmington Trust Company, (ii) the Supplement No. 1 to the Guarantee Agreement dated as of November 12, 1998 among the Company, MCI Communications Corporation and Wilmington Trust Company, (iii) the Trust Agreement Guarantee dated as of November 12, 1998, among Wilmington Trust Company, the administrative trustee thereto, MCI Communications Corporation and the Company and (iv) the Expense Agreement Guarantee dated as of November 12, 1998, between the Company and MCI Capital I, a Delaware business trust, but shall rank pari passu in all respects with such obligation(s). All Debentures of this issue rank as to payment of principal and interest equally and ratably, without priority one over the other. The provisions of this Article 5 are made for the benefit of all holders of Senior Indebtedness and any such holder is made an obligee hereunder and may proceed to enforce directly such subordination provisions. Notwithstanding anything contained in this Indenture or the Debentures to the contrary, all the provisions of this Indenture and the Debentures shall be subject to the provisions of this Article 5, so far as they may be applicable thereto.

Debentures Subordinated to Senior Indebtedness. The Company, for itself, its successors and assigns, Company covenants and agrees, and each Holder holder of a Debenture, Debentures by his acceptance thereof, thereof likewise covenants and agrees, that all Debentures are subject to the indebtedness evidenced provisions of this Article 4; and each Person holding any Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions and acknowledges that such provisions are for the Debenturesbenefit of, including and shall be enforceable directly by, the holders of Senior Indebtedness. Each holder of Debentures authorizes and directs the Trustee on such holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the holders of Debentures and the holders of Senior Indebtedness as provided in this Article and appoints the Trustee as such holder's attorney-in-fact for any and all such purposes. The payment of the principal of, premium, if any, and Interest on and any other payment due pursuant to this Indenture or any Debentures issued hereunder (including, without limitation, the payment or deposit of the redemption price or repurchase price pursuant to Article 3, the payment of the principal thereof and interest thereon, shall be subordinate and junior in right Conversion Value pursuant to Article 17 or the payment of paymentthe Make-Whole Premium or the Coupon Make-Whole Payment) shall, to the extent and in the manner hereinafter set forth forth, be subordinated and subject in this Article 5, right of payment to the prior payment in full in cash of all Senior Indebtedness, and that each holder whether outstanding at the date of Senior Indebtedness whether now outstanding this Indenture or hereafter thereafter created, incurred, assumed or guaranteed guaranteed. Each holder by accepting a Debenture acknowledges and agrees that the subordination provision set forth in this Article 4 are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created before or after the issuance of the Debentures, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have acquired relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness in reliance upon the covenants Indebtedness, and provisions contained in this Indenture and the Debentures. The Debentures shall not be superior in right of payment to the payment of the Company's obligations under (i) the Supplemental Indenture No. 3 to the Junior Subordinated Indenture dated as of November 12, 1998, among the Company, MCI Communications Corporation and Wilmington Trust Company, (ii) the Supplement No. 1 to the Guarantee Agreement dated as of November 12, 1998 among the Company, MCI Communications Corporation and Wilmington Trust Company, (iii) the Trust Agreement Guarantee dated as of November 12, 1998, among Wilmington Trust Company, the administrative trustee thereto, MCI Communications Corporation and the Company and (iv) the Expense Agreement Guarantee dated as of November 12, 1998, between the Company and MCI Capital I, a Delaware business trust, but shall rank pari passu in all respects with such obligation(s). All Debentures of this issue rank as to payment of principal and interest equally and ratably, without priority one over the other. The provisions of this Article 5 are made for the benefit of all holders of Senior Indebtedness and any such holder is made an obligee hereunder and may proceed to enforce directly such subordination provisions. Notwithstanding anything contained in this Indenture or the Debentures to the contrary, all the provisions of this Indenture and the Debentures shall be subject to the provisions of this Article 5, so far as they may be applicable thereto.