Common use of Distribution on Insolvency or Winding-Up Clause in Contracts

Distribution on Insolvency or Winding-Up. In the event of any Senior Default or in the event that proceedings are commenced by or against the Company as a result of its insolvency or in the event of the liquidation or winding-up of the Company or if proceedings are commenced which effect a reorganization, arrangement, or compromise of debt of the Company: (a) the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof, the premium, if any, and the interest due thereon (including interest accruing after the commencement of any such proceeding at the rate specified in the instrument or agreement evidencing the Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) before the Holders are entitled to receive any payment upon the principal of, premium, if any, and interest on indebtedness evidenced by the Securities; (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustees would be entitled except for the provisions of this Article 5 shall be paid by the Person making such payment or distribution, whether the liquidator, agent or other agent or a trustee in bankruptcy or a receiver or otherwise, directly to the holders of Senior Indebtedness or their representative or to the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness in respect thereof; (c) in the event that, notwithstanding the foregoing, 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 Trustees or the Holders before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to, the holders of such Senior Indebtedness or their representative or to the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness in respect thereof; and (d) any payments or distributions paid over to the holders of Senior Indebtedness pursuant to Section 5.02(c) and not applied in reduction of the amounts owing to the Holders hereunder shall be deemed not to have discharged any of the obligations of the Company hereunder (and, to the extent that by operation of applicable law they are treated as doing so, the Company covenants to indemnify the Holders on demand from and against any loss suffered or incurred by them in consequence thereof). Upon any payment or distribution of assets of the Company referred to in this Article 5, the Trustees and the Holders shall be entitled to call for and rely upon a certificate, addressed to the Trustees or to the Holders, of the Person making any such payment or distribution for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 5.

Distribution on Insolvency or Winding-Up. In the event of any Senior Default insolvency or in bankruptcy proceedings, or any receivership liquidation, reorganization or other similar proceedings relative to the event that proceedings are commenced by Company, or against the Company as a result of to its insolvency property or assets, or in the event of the liquidation any proceedings for voluntary liquidation, dissolution or other winding-up of the Company or if proceedings are commenced which effect a reorganization, arrangement, or compromise of debt of the Company: (a1) the holders of all Senior Indebtedness shall Liabilities will first be entitled to receive payment in full of the principal thereof, the premium, if any, and the interest due thereon (including interest accruing after the commencement of any such proceeding at the rate specified in the instrument or agreement evidencing the Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) before the Holders are entitled to receive any payment upon the principal of, premium, if any, and interest due thereon, before the Debentureholders are entitled to receive any payment on indebtedness evidenced by account of the Securitiesprincipal of or interest on the Debentures; (b2) any payment by, or distribution of assets of of, the Company of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Company or any other company provided for by a plan of reorganization or readjustment the payment of which is subordinate at least to the extent provided in this Article 6 with respect to the Debentures, to the payment of all Senior Liabilities, provided that (i) the Senior Liabilities is assumed by the new company, if any, resulting from such reorganization or readjustment and (ii) the rights of the holders of Senior Liabilities are not altered adversely by such reorganization or readjustment) to which the Holders Debentureholders or the Trustees Trustee would be entitled except for the provisions of this Article 5 shall 6, will be paid or delivered by the Person person making such payment or distribution, whether the liquidator, agent or other agent or a trustee in bankruptcy or bankruptcy, a receiver receiver, a receiver-manager, a liquidator or otherwise, directly to the holders of Senior Indebtedness Liabilities or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Liabilities may have been issued, as their respective interests may appearrateably according to the aggregate amounts remaining unpaid on account of the Senior Liabilities held or represented by each, to the extent necessary to pay make payment in full of all Senior Indebtedness Liabilities remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness in respect thereof;Liabilities; and (c3) in the event thatsubject to section 6.06, if, notwithstanding the foregoing, any payment by, or distribution of assets of of, the Company of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other company provided for by a plan of reorganization or readjustment the payment of which is subordinate, shall be at least to the extent provided in this Article 6 with respect to the Debentures, to the payment of all Senior Liabilities, provided that (i) the Senior Liabilities are assumed by the new company, if any, resulting from such reorganization or readjustment and (ii) the rights of the holders of Senior Liabilities are not altered adversely by such reorganization or readjustment), is received by the Trustees Trustee or the Holders Debentureholders before all Senior Indebtedness is Liabilities are paid in full, such payment or distribution shall will be held in trust for the benefit of, and shall will be paid over to, to the holders of such Senior Indebtedness Liabilities or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Liabilities may have been issued, rateably as their respective interests may appearaforesaid, for application to the payment of all Senior Indebtedness Liabilities remaining unpaid until all such Senior Indebtedness shall Liabilities have been paid in full full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness in respect thereof; and (d) any payments or distributions paid over to the holders of Senior Indebtedness pursuant to Section 5.02(c) and not applied in reduction of the amounts owing to the Holders hereunder shall be deemed not to have discharged any of the obligations of the Company hereunder (and, to the extent that by operation of applicable law they are treated as doing so, the Company covenants to indemnify the Holders on demand from and against any loss suffered or incurred by them in consequence thereof). Upon any payment or distribution of assets of the Company referred to in this Article 5, the Trustees and the Holders shall be entitled to call for and rely upon a certificate, addressed to the Trustees or to the Holders, of the Person making any such payment or distribution for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 5Liabilities.

Distribution on Insolvency or Winding-Up. In the event of any Senior Default insolvency or in bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the event that proceedings are commenced by Company, or against the Company as a result of to its insolvency property or assets, or in the event of the liquidation any proceedings for voluntary liquidation, dissolution or other winding-up of the Company Company, whether or if proceedings are commenced which effect a reorganization, arrangement, not involving solvency or compromise of debt of the Companybankruptcy: (a) 9.2.1 the holders of all Senior Indebtedness shall will first be entitled to receive payment in full of the principal thereof, the premium, if any, and the interest due thereon premium (including interest accruing after the commencement of or any other amount payable under such proceeding at the rate specified in the instrument or agreement evidencing the Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) before the Holders are entitled to receive any payment upon the principal of, premium), if any, and interest on indebtedness evidenced by due thereon, before the Securities; (b) Debentureholders will be entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in any such event in respect of any of the Debentures; 9.2.2 any payment by, or distribution of assets of of, the Company of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this article 9 with respect to the Debentures, to the payment of all Senior Indebtedness, provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from such reorganization or readjustment, and (ii) without prejudice to the rights of such holders with respect to any such plan (including without limitation as to whether or not to approve same and on what conditions to do so), the rights of the holders of Senior Indebtedness are not altered adversely by such reorganization or readjustment) to which the Holders Debentureholders or the Trustees Indenture Trustee would be entitled entitled, except for the provisions of this Article 5 shall article 9, will be paid or delivered by the Person making such payment or distribution, whether the liquidator, agent or other agent or a trustee in bankruptcy or bankruptcy, a receiver receiver, a receiver-manager, a liquidator or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appearrateably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to pay make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness in respect thereof;Indebtedness; and (c) in the event that9.2.3 subject to section 9.6, if, notwithstanding the foregoing, any payment by, or distribution of assets of of, the Company of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, shall be at least to the extent provided in this section 9.2.3 with respect to the Debentures, to the payment of all Senior Indebtedness, provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from such reorganization or readjustment and (ii) without prejudice to the rights of such holders with respect to any such plan (including without limitation as to whether or not to approve same and on what conditions to do so), the rights of the holders of Senior Indebtedness are not altered adversely by such reorganization or readjustment), is received by the Trustees Indenture Trustee or the Holders Debentureholders before all Senior Indebtedness is paid in full, such payment or distribution shall will be held in trust for the benefit of, and shall will be paid over to, to the holders of such Senior Indebtedness or their representative or representatives or to the trustee Indenture Trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, rateably as their respective interests may appearaforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have has been paid in full full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness in respect thereof; and (d) any payments or distributions paid over to the holders of Senior Indebtedness pursuant to Section 5.02(c) and not applied in reduction of the amounts owing to the Holders hereunder shall be deemed not to have discharged any of the obligations of the Company hereunder (and, to the extent that by operation of applicable law they are treated as doing so, the Company covenants to indemnify the Holders on demand from and against any loss suffered or incurred by them in consequence thereof). Upon any payment or distribution of assets of the Company referred to in this Article 5, the Trustees and the Holders shall be entitled to call for and rely upon a certificate, addressed to the Trustees or to the Holders, of the Person making any such payment or distribution for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 5Indebtedness.

Distribution on Insolvency or Winding-Up. In the event of any Senior Default insolvency or in bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the event that proceedings are commenced by Corporation or against the Company as a result Guarantor, or to the property or assets of its insolvency the Corporation or the Guarantor, or in the event of the liquidation any proceedings for voluntary liquidation, dissolution or other winding-up of the Company Corporation or if proceedings are commenced which effect a reorganization, arrangement, or compromise of debt of the CompanyGuarantor: (a) the The holders of all Senior Indebtedness shall Liabilities will first be entitled to receive payment in full of the principal thereof, the premium, if any, and the interest due thereon (including interest accruing after the commencement of any such proceeding at the rate specified in the instrument or agreement evidencing all amounts payable under the Senior IndebtednessLiabilities, whether or not such interest is an allowable claim in any such proceeding) before the Holders are Debentureholders will be entitled to receive any payment upon the principal of, premium, if any, and interest on indebtedness evidenced by the Securities; (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, which may be payable or deliverable in any such event in respect of any of the Debentures; (b) Any payment by, or distribution of assets of, the Corporation or the Guarantor of any kind or character, whether in cash, property or securities (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article 6 with respect to the Debentures, to the payment of all Senior Liabilities, provided that (i) the Senior Liabilities are assumed by the new corporation(s), if any, resulting from such reorganization or readjustment and (ii) without prejudice to the rights of such holders with respect to any such plan (including without limitation as to whether or not to approve same and on what conditions to do so), the rights of the holders of Senior Liabilities are not altered adversely by such reorganization or readjustment) to which the Holders Debentureholders or the Trustees Trustee would be entitled entitled, except for the provisions of this Article 5 shall 6, will be paid or delivered by the Person making such payment or distribution, whether the liquidator, agent or other agent or a trustee in bankruptcy or bankruptcy, a receiver receiver, a receiver-manager, a liquidator or otherwise, directly to the holders of Senior Indebtedness Liabilities or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Liabilities may have been issued, as their respective interests may appearsubject to the terms of such Senior Liabilities including, without limitation, the ranking, if any, amongst such Senior Liabilities, rateably according to the aggregate amounts remaining unpaid on account of the Senior Liabilities held or represented by each, to the extent necessary to pay make payment in full of all Senior Indebtedness Liabilities remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness in respect thereof;Liabilities; and (c) in the event thatSubject to Section 6.6, if, notwithstanding the foregoing, any payment by, or distribution of assets of of, the Company Corporation or the Guarantor of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Corporation or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, shall be at least to the extent provided in this Article 6 with respect to the Debentures, to the payment of all Senior Liabilities, provided that (i) the Senior Liabilities are assumed by the new corporation(s), if any, resulting from such reorganization or readjustment and (ii) without prejudice to the rights of such holders with respect to any such plan (including without limitation as to whether or not to approve same and on what conditions to do so), the rights of the holders of Senior Liabilities are not altered adversely by such reorganization or readjustment), is received by the Trustees Trustee or the Holders Debentureholders before all Senior Indebtedness is Liabilities are paid in full, such payment or distribution shall will be held in trust for the benefit ofof and, and shall subject to the terms of such Senior Liabilities including, without limitation, the ranking, if any, amongst such Senior Liabilities, will be paid over to, to the holders of such Senior Indebtedness Liabilities or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Liabilities may have been issued, rateably as their respective interests may appearaforesaid, for application to the payment of all Senior Indebtedness Liabilities remaining unpaid until all such Senior Indebtedness shall Liabilities have been paid in full full, after giving effect to any concurrent 44 -38- payment or distribution (or provision therefor) to the holders of such Senior Indebtedness in respect thereof; and (d) any payments or distributions paid over to the holders of Senior Indebtedness pursuant to Section 5.02(c) and not applied in reduction of the amounts owing to the Holders hereunder shall be deemed not to have discharged any of the obligations of the Company hereunder (and, to the extent that by operation of applicable law they are treated as doing so, the Company covenants to indemnify the Holders on demand from and against any loss suffered or incurred by them in consequence thereof). Upon any payment or distribution of assets of the Company referred to in this Article 5, the Trustees and the Holders shall be entitled to call for and rely upon a certificate, addressed to the Trustees or to the Holders, of the Person making any such payment or distribution for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 5Liabilities.

Distribution on Insolvency or Winding-Up. In the event of (a) Upon any Senior Default dissolution, winding-up, liquidation, reorganization or in the event that other similar proceedings are commenced by or against relative to the Company as a result or its property or assets, resulting from bankruptcy, insolvency, involuntary reorganization or receivership proceedings or upon an assignment for the benefit of its insolvency creditors or in the event other marshalling of the liquidation or winding-up assets and liabilities of the Company or if proceedings are commenced which effect a reorganization, arrangement, or compromise for the benefit of debt of the Companycreditors: (ai) the holders of all Senior Indebtedness shall will first be entitled to receive payment in full of the principal thereof, the premium, if any, and the interest due thereon (including interest accruing after the commencement thereon, and all other amounts payable in respect of any such proceeding at the rate specified in the instrument or agreement evidencing the Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) Indebtedness before the Holders are entitled to receive any payment upon on account of the principal of, premium, if any, and or interest on indebtedness evidenced by on, the SecuritiesNotes; (bii) any payment by, or distribution of assets of of, the Company of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Company or any other corporation provided for by a plan of reorganization or arrangement the payment of which is subordinate, at least to the extent provided in this Article 5 with respect to the Notes, to the payment of all Senior Indebtedness, provided that (1) all Senior Indebtedness is assumed by the new corporation, if any, resulting from such reorganization or arrangement and (2) the rights of the holders of Senior indebtedness are not altered adversely by such reorganization or arrangement (“Excluded Securities”)), to which the Holders or the Trustees Trustee would be entitled except for the provisions of this Article 5 shall 5, will be paid or delivered by the Person person making such payment or distribution, whether the liquidator, agent or other agent or a trustee in bankruptcy or bankruptcy, a receiver receiver, a receiver-manager, an assignee for benefit of creditors, a liquidator or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each such holder to the extent necessary to pay make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness in respect thereofIndebtedness; (ciii) in the event thatsubject to Section 5.6, if, notwithstanding the foregoing, any payment by, or distribution of assets of of, the Company of any kind or character, whether in cash, property or securitiessecurities (other than Excluded Securities), shall be received by the Trustees which is provided in subparagraphs (i) or the Holders before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of, and shall (ii) above to be paid over to, to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, is received by the Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution, unless received by the Trustee or the Holders prior to the commencement of an event resulting in a payment or distribution as contemplated in this Section 5.2 and held by the Trustee under this Note Indenture, will be held in trust for the benefit of, and will be paid over to the holders of such Senior Indebtedness or their respective interests representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may appearhave been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have has been paid in full full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness; (iv) each Holder of one or more Notes, by his acceptance thereof, authorizes the Trustee to take such steps as may be necessary or appropriate to entitle the holder or holders of Senior Indebtedness to receive payment or distribution from the trustee in bankruptcy, receiver, receiver-manager, assignee for benefit of creditors, or other liquidating agent making such payment or distribution, all to the extent necessary to provide for payment of all Senior Indebtedness in respect thereoffull, in money or money’s worth, in priority to any payment of the indebtedness represented by the Notes as hereinabove provided; and (dv) any payments or distributions paid over to the holders of whenever all Senior Indebtedness pursuant shall have been paid in full, in money or money’s worth, the Holders of Notes shall be entitled to Section 5.02(c) and not applied receive payment or distribution from the trustee in reduction bankruptcy, receiver, receiver-manager, assignee for the benefit of the amounts owing to the Holders hereunder shall be deemed not to have discharged any creditors, or other liquidating agent making such payment or distribution, of the obligations assets available for purposes of such payment or distribution. (b) In the Company hereunder (and, to the extent that by operation event of applicable law they are treated as doing so, the Company covenants to indemnify the Holders on demand from and against any loss suffered or incurred by them in consequence thereof). Upon any payment or distribution of assets of the Company referred to in this Article 5, the Trustees Trustee and the Holders of the Notes shall be entitled to call for and rely upon a certificatecertificate of the trustee in bankruptcy, addressed receiver, receiver-manager, assignee for benefit of creditors or the liquidating agent making such payment or distribution, delivered to the Trustees Trustee or to the HoldersHolders of Notes, of the Person making any such payment or distribution for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 5. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and neither the Trustee nor any Holders of Notes shall be liable to any such holder of Senior Indebtedness if the Trustee shall mistakenly pay over or distribute to Holders of Notes or the Company or any other person, moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of Article 5 of this Note Indenture or otherwise.

Distribution on Insolvency or Winding-Up. In the event of any Senior Default or in the event that proceedings are commenced by or against the Company as a result of its insolvency or in the event of the liquidation or winding-up of the Company or if proceedings are commenced which effect a reorganization, arrangement, or compromise of debt of the Company: (a1) the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof, the premium, if any, and the interest due thereon (including interest accruing after the commencement of any such proceeding at the rate specified in the instrument or agreement evidencing the Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) before the Holders are entitled to receive any payment upon the principal of, premium, if any, and interest on indebtedness evidenced by the Securities; (b2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustees Trustee would be entitled except for the provisions of this Article 5 shall be paid by the Person making such payment or distribution, whether the liquidator, agent or other agent or a trustee in bankruptcy or a receiver or otherwise, directly to the holders of Senior Indebtedness or their representative or to the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness in respect thereof; (c3) in the event that, notwithstanding the foregoing, 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 Trustees Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to, the holders of such Senior Indebtedness or their representative or to the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness in respect thereof; and (d4) any payments or distributions paid over to the holders of Senior Indebtedness pursuant to Section 5.02(c) and not applied in reduction of the amounts owing to the Holders hereunder shall be deemed not to have discharged any of the obligations of the Company hereunder (and, to the extent that by operation of applicable law they are treated as doing so, the Company covenants to indemnify the Holders on demand from and against any loss suffered or incurred by them in consequence thereof). Upon any payment or distribution of assets of the Company referred to in this Article 5, the Trustees Trustee and the Holders shall be entitled to call for and rely upon a certificate, addressed to the Trustees Trustee or to the Holders, of the Person making any such payment or distribution for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 5.