Common use of Securities Subordinated to Prior Payment of Clause in Contracts

Securities Subordinated to Prior Payment of. All Senior -------------------------------------------------------------------- Indebtedness of the Company on Dissolution, Liquidation or Reorganization of the -------------------------------------------------------------------------------- Company; Subrogation. --------------------- Upon any distribution of the assets of the Company in connection with dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise), the holders of Senior Indebtedness of the Company shall first be entitled to receive payment in full in accordance with the terms of such Senior Indebtedness of the principal thereof (and premium, if any) and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) before the Holders of the Securities are entitled to receive any payment upon the principal thereof (and premium, if any) or interest thereon; and, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be made by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness of the Company 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, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness of the Company held or represented by each, to the extent necessary to pay in full all such Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. If the Holders of the Securities or any of them, shall fail to file a proper claim in the form required in any proceeding referred to in the first paragraph of this Section, prior to 30 days before the expiration of the time to file such claim or claims, and if the Trustee shall likewise fail, prior to 15 days before the expiration of the time to file such claim or claims, pursuant to the authority granted to the Trustee pursuant to the provisions of Sections 5.03 and 5.04, then the holders of Senior Indebtedness of the Company are hereby authorized to file an appropriate claim or claims for and on behalf of the Holders of the Securities in the form required in any such proceeding. In the event that, notwithstanding the foregoing, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee, the Paying Agent or the Holders of the Securities before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be paid over 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, ratably as aforesaid, for application to the payment of all Senior Indebtedness of the Company remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision thereof) to the holders of such Senior Indebtedness. None of the payments or distributions to the holders of such Senior Indebtedness to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article or of payments over, pursuant to the provisions of this Article, to the holders of such Senior Indebtedness by the Holders of the Securities or the Trustee shall, as between the Company, its creditors other than the holders of such Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment by the Company to or on account of such Senior Indebtedness; it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Subject to the payment in full of all Senior Indebtedness of the Company, the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Company applicable to such Senior Indebtedness until the Securities shall be paid in full. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company within the meaning of this Article. The Trustee, subject to the provisions of Section 6.01, shall be entitled to assume that no such event has occurred and shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee or the taking of any other action by the Trustee, unless the Company or any one or more holders of Senior Indebtedness (or any one or more creditors in respect of General Obligations) or any trustee therefor who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder of Senior Indebtedness (or creditor in respect of General Obligations) or trustee has given written notice thereof to a Responsible Officer of the Trustee at its Corporate Trust Office. Upon any distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Article Six, and the Holders of the Securities shall be entitled to rely upon: (1) any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or (2) a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness (and the creditors in respect of General Obligations), the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness (or a creditor in respect of General Obligations), to participate in any payment or distribution pursuant to this Section, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness (or General Obligations) held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Securities Subordinated to Prior Payment of. All Senior -------------------------------------------------------------------- Indebtedness of the Company Issuer on Dissolution, Liquidation or Reorganization of the -------------------------------------------------------------------------------- Company; SubrogationIssuer. --------------------- Upon any distribution of the assets of the Company Issuer in connection with dissolution, winding up, liquidation or reorganization of the Company Issuer (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company Issuer or otherwise), the holders of Senior Indebtedness of the Company Issuer shall first be entitled to receive payment in full in accordance with the terms of such Senior Indebtedness of the principal thereof (and premium, if any) and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company Issuer under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) before the Holders holders of the Securities and Coupons are entitled to receive any payment upon of the principal thereof (and premium, if any) of or interest thereon; and, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to which the Holders holders of the Securities or Coupons or the Trustee would be entitled except for the provisions of this Article, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company Issuer being subordinated to the payment of the SecuritiesSecurities or Coupons, shall be made by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness of the Company Issuer 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, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company Issuer under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness of the Company Issuer held or represented by each, to the extent necessary to pay in full all such Senior Indebtedness remaining unpaid unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. If the Holders of the Securities or any of them, shall fail to file a proper claim in the form required in any proceeding referred to in the first paragraph of this Section, prior to 30 days before the expiration of the time to file such claim or claims, and if the Trustee shall likewise fail, prior to 15 days before the expiration of the time to file such claim or claims, pursuant to the authority granted to the Trustee pursuant to the provisions of Sections 5.03 and 5.04, then the holders of Senior Indebtedness of the Company are hereby authorized to file an appropriate claim or claims for and on behalf of the Holders of the Securities in the form required in any such proceeding. In the event that, notwithstanding the foregoing, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company Issuer being subordinated to the payment of the SecuritiesSecurities and Coupons, shall be received by the Trustee, the Paying Agent Trustee or the Holders holders of the Securities or the Coupons before all Senior Indebtedness of the Company Issuer 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 representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, aforesaid for application to the payment of all Senior Indebtedness of the Company Issuer remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision thereof) to the holders of such Senior Indebtedness. None Subject to the payment in full of all Senior Indebtedness of the Issuer, the holders of the Securities and Coupons shall be subrogated (equally and ratably with the holders of all Antecedent Subordinated Indebtedness of the Issuer and all indebtedness of the Issuer which by its express terms is subordinated to indebtedness of the Issuer to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Issuer applicable to such Senior Indebtedness until the Securities and Coupons shall be paid in full and none of the payments or distributions to the holders of such Senior Indebtedness to which the Holders holders of the Securities and Coupons or the Trustee would be entitled except for the provisions of this Article or of payments over, pursuant to the provisions of this Article, to the holders of such Senior Indebtedness by the Holders holders of the Securities and Coupons or the Trustee shall, as between the CompanyIssuer, its creditors other than the holders of such Senior Indebtedness, Indebtedness and the Holders holders of the SecuritiesSecurities and Coupons, be deemed to be a payment by the Company Issuer to or on account of such Senior Indebtedness; it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders holders of the SecuritiesSecurities and Coupons, on the one hand, and the holders of the Senior Indebtedness of the CompanyIssuer (and, in the case of Section 10.2, the holders of Antecedent Subordinated Indebtedness and holders of other indebtedness of the Issuer which by its terms is subordinated to indebtedness of the Issuer to substantially the same extent as the Securities are subordinated and entitled to like rights of subordination and, in the case of Section 10.12, the holders of Antecedent Subordinated Indebtedness and creditors in respect of Derivative Obligations), on the other hand. Subject to the payment in full of all Senior Indebtedness of the Company, the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Company applicable to such Senior Indebtedness until the Securities shall be paid in full. The Company Issuer shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company Issuer within the meaning of this Article. The Trustee, subject to the provisions of Section 6.01, Trustee shall be entitled to assume that no such event has occurred and shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee or the taking of any other action by the Trustee, unless the Company Issuer or any one or more holders of Senior Indebtedness (or any one or more creditors in respect of General Obligations) the Issuer or any trustee therefor who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder of Senior Indebtedness (or any creditor in respect of General Obligations) or trustee Derivative Obligations has given written notice thereof to a Responsible Officer of the Trustee at its Corporate Trust Officecorporate trust office. Upon any distribution of assets of the Company Issuer referred to in this Article, the Trustee, subject to the provisions of Article Six, Trustee and the Holders holders of the Securities and Coupons shall be entitled to rely upon: (1) upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or (2) a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of the Securities, pending for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness (and of the Issuer, the creditors in respect of General Derivative Obligations), the amounts thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article, and the Trustee and the holders of the Securities and Coupons shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the holders of the Securities and Coupons for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Issuer, the creditors in respect of Derivative Obligations, the amounts thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Personperson, as a holder of Senior Indebtedness (of the Issuer or as a creditor in respect of General Derivative Obligations), to participate in any payment or distribution pursuant to this SectionArticle, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness (or General such Derivative Obligations) , as applicable, held by such Personperson, as to the extent to which such Person person is entitled to participate participation in such payment or distribution, and as to other facts pertinent to the rights of such Person person under this SectionArticle, and if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Securities Subordinated to Prior Payment of. All Senior -------------------------------------------------------------------- Indebtedness of the Company Issuer on Dissolution, Liquidation or Reorganization of the -------------------------------------------------------------------------------- Company; SubrogationIssuer. --------------------- Upon any distribution of the assets of the Company Issuer in connection with dissolution, winding up, liquidation or reorganization of the Company Issuer (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company Issuer or otherwise), the holders of Senior Indebtedness of the Company Issuer shall first be entitled to receive payment in full in accordance with the terms of such Senior Indebtedness of the principal thereof (and premium, if any) and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company Issuer under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) before the Holders holders of the Securities and Coupons are entitled to receive any payment upon of the principal thereof (and premium, if any) of or interest thereon; and, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to which the Holders holders of the Securities or Coupons or the Trustee would be entitled except for the provisions of this Article, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company Issuer being subordinated to the payment of the SecuritiesSecurities or Coupons, shall be made by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness of the Company Issuer or their representative or representatives or to the trustee or trustees -42- 50 under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company Issuer under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness of the Company Issuer held or represented by each, to the extent necessary to pay in full all such Senior Indebtedness remaining unpaid unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. If the Holders of the Securities or any of them, shall fail to file a proper claim in the form required in any proceeding referred to in the first paragraph of this Section, prior to 30 days before the expiration of the time to file such claim or claims, and if the Trustee shall likewise fail, prior to 15 days before the expiration of the time to file such claim or claims, pursuant to the authority granted to the Trustee pursuant to the provisions of Sections 5.03 and 5.04, then the holders of Senior Indebtedness of the Company are hereby authorized to file an appropriate claim or claims for and on behalf of the Holders of the Securities in the form required in any such proceeding. In the event that, notwithstanding the foregoing, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company Issuer being subordinated to the payment of the SecuritiesSecurities and Coupons, shall be received by the Trustee, the Paying Agent Trustee or the Holders holders of the Securities or the Coupons before all Senior Indebtedness of the Company Issuer 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 representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, aforesaid for application to the payment of all Senior Indebtedness of the Company Issuer remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision thereof) to the holders of such Senior Indebtedness. None Subject to the payment in full of all Senior Indebtedness of the Issuer, the holders of the Securities and Coupons shall be subrogated (equally and ratably with the holders of all Antecedent Subordinated Indebtedness of the Issuer and all indebtedness of the Issuer which by its express terms is subordinated to indebtedness of the Issuer to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Issuer applicable to such Senior Indebtedness until the Securities and Coupons shall be paid in full and none of the payments or distributions to the holders of such Senior Indebtedness to which the Holders holders of the Securities and Coupons or the Trustee would be entitled except for the provisions of this Article or of payments over, pursuant to the provisions of this Article, to the holders of such Senior Indebtedness by the Holders holders of the Securities and Coupons or the Trustee shall, as between the CompanyIssuer, its creditors other than the holders of such Senior Indebtedness, Indebtedness and the Holders holders of the SecuritiesSecurities and Coupons, be deemed to be a payment by the Company Issuer to or on account of such Senior Indebtedness; it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders holders of the SecuritiesSecurities and Coupons, on the one hand, and the holders of the Senior Indebtedness of the CompanyIssuer (and, in the case of Section 10.2, the holders of Antecedent Subordinated Indebtedness and holders of other indebtedness of the Issuer which by its terms is subordinated to indebtedness of the Issuer to substantially the same extent as the Securities are subordinated and entitled to like rights of subordination and, in the case of Section 10.12, the holders of Antecedent Subordinated Indebtedness and creditors in respect of Derivative Obligations), on the other hand. Subject to the payment in full of all Senior Indebtedness of the Company, the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Company applicable to such Senior Indebtedness until the Securities shall be paid in full. The Company Issuer shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company Issuer within the meaning of this Article. The Trustee, subject to the provisions of Section 6.01, -43- 51 Trustee shall be entitled to assume that no such event has occurred and shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee or the taking of any other action by the Trustee, unless the Company Issuer or any one or more holders of Senior Indebtedness (or any one or more creditors in respect of General Obligations) the Issuer or any trustee therefor who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder of Senior Indebtedness (or any creditor in respect of General Obligations) or trustee Derivative Obligations has given written notice thereof to a Responsible Officer of the Trustee at its Corporate Trust Officecorporate trust office. Upon any distribution of assets of the Company Issuer referred to in this Article, the Trustee, subject to the provisions of Article Six, Trustee and the Holders holders of the Securities and Coupons shall be entitled to rely upon: (1) upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or (2) a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of the Securities, pending for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness (and of the Issuer, the creditors in respect of General Derivative Obligations), the amounts thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article, and the Trustee and the holders of the Securities and Coupons shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the holders of the Securities and Coupons for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Issuer, the creditors in respect of Derivative Obligations, the amounts thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Personperson, as a holder of Senior Indebtedness (of the Issuer or as a creditor in respect of General Derivative Obligations), to participate in any payment or distribution pursuant to this SectionArticle, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness (or General such Derivative Obligations) , as applicable, held by such Personperson, as to the extent to which such Person person is entitled to participate participation in such payment or distribution, and as to other facts pertinent to the rights of such Person person under this SectionArticle, and if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Securities Subordinated to Prior Payment of. All Senior -------------------------------------------------------------------- Indebtedness of the Company Issuer on Dissolution, Liquidation or Reorganization of the -------------------------------------------------------------------------------- Company; SubrogationIssuer. --------------------- Upon any distribution of the assets of the Company Issuer in connection with dissolution, winding up, liquidation or reorganization of the Company Issuer (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company Issuer or otherwise), the holders of Senior Indebtedness of the Company Issuer shall first be entitled to receive payment in full in accordance with the terms of such Senior Indebtedness of the principal thereof (and premium, if any) and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company Issuer under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) before the Holders holders of the Securities and Coupons are entitled to receive any payment upon of the principal thereof (and premium, if any) of or interest thereon; and, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to which the Holders holders of the Securities or Coupons or the Trustee would be entitled except for the provisions of this Article, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company Issuer being subordinated to the payment of the SecuritiesSecurities or Coupons, shall be made by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness of the Company Issuer 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, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company Issuer under any applicable bankruptcy, insolvency, or similar law now nor or hereafter in effect) on the Senior Indebtedness of the Company Issuer held or represented by each, to the extent necessary to pay in full all such Senior Indebtedness remaining unpaid unpaid, after giving effect to any nay concurrent payment or distribution to the holders of such Senior Indebtedness. If the Holders holders of the Securities or Coupons, or any of them, shall fail to file a proper claim in the form required in any proceeding referred to in the first paragraph of this Section, Section prior to 30 days before the expiration of the time to file such claim or claims, and if the Trustee shall likewise fail, fail prior to 15 days before the expiration of the time to file such claim or claims, claims pursuant to the authority granted to the Trustee pursuant to the provisions of Sections 5.03 and 5.04Section 5.2, then the holders of Senior Indebtedness of the Company Issuer are hereby authorized to file an appropriate claim or claims for and on behalf of the Holders holders of the Securities and Coupons in the form required in any such proceeding. In the event that, notwithstanding the foregoing, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company Issuer of 52 51 any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company Issuer being subordinated to the payment of the SecuritiesSecurities and Coupons, shall be received by the Trustee, the Paying Agent Trustee or the Holders holders of the Securities or the Coupons before all Senior Indebtedness of the Company Issuer 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 representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, aforesaid for application to the payment of all Senior Indebtedness of the Company Issuer remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision thereof) to the holders of such Senior Indebtedness. None Subject to the payment in full of all Senior Indebtedness of the Issuer, the holders of the Securities and Coupons shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Issuer applicable to such Senior Indebtedness until the Securities and Coupons shall be paid in full and none of the payments or distributions to the holders of such Senior Indebtedness to which the Holders holders of the Securities and Coupons or the Trustee would be entitled except for the provisions of this Article or of payments over, pursuant to the provisions of this Article, to the holders of such Senior Indebtedness by the Holders holders of the Securities and Coupons or the Trustee shall, as between the CompanyIssuer, its creditors other than the holders of such Senior Indebtedness, Indebtedness and the Holders holders of the SecuritiesSecurities and Coupons, be deemed to be a payment by the Company Issuer to or on account of such Senior Indebtedness; it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders holders of the SecuritiesSecurities and Coupons, on the one hand, and the holders of the Senior Indebtedness of the CompanyIssuer, on the other hand. Subject to the payment in full of all Senior Indebtedness of the Company, the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Company applicable to such Senior Indebtedness until the Securities shall be paid in full. The Company Issuer shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company Issuer within the meaning of this Article. The Trustee, subject to the provisions of Section 6.01, Trustee shall be entitled to assume that no such event has occurred and shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee or the taking of any other action by the Trustee, unless the Company Issuer or any one or more holders of Senior Indebtedness (or any one or more creditors in respect of General Obligations) the Issuer or any trustee therefor who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder of Senior Indebtedness (or creditor in respect of General Obligations) or trustee has given written notice thereof to a Responsible Officer of the Trustee at its Corporate Trust Officecorporate trust office. Upon any distribution of assets of the Company Issuer referred to in this Article, the Trustee, subject to the provisions of Article Six, Trustee and the Holders holders of the Securities and Coupons shall be entitled to rely upon: (1) upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or (2) a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of the Securities, pending for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness (of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article, and the creditors Trustee and the holders of the Securities and Coupons shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the holders of the Securities and Coupons for the purpose of ascertaining the persons entitled to participate in respect such distribution, the holders of General Obligations)the Senior Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Personperson, as a holder of Senior Indebtedness (or a creditor in respect of General Obligations)the Issuer, to participate in any payment or distribution pursuant to this Section, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness (or General Obligations) held by such Personperson, as to the extent to which such Person person is entitled to participate 53 52 participation in such payment or distribution, and as to other facts pertinent to the rights of such Person person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Securities Subordinated to Prior Payment of. All Senior -------------------------------------------------------------------- Indebtedness Debt of the Company on Dissolution, Liquidation or Reorganization of the -------------------------------------------------------------------------------- Company; Company Subrogation. --------------------- Upon any distribution of the assets of the Company in connection with dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise), the holders of Senior Indebtedness Debt of the Company shall first be entitled to receive payment in full in accordance with the terms of such Senior Indebtedness Debt of the principal thereof (and premium, if any) and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding proceedings for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency insolvency, or similar law now or hereafter in effect) before the Holders of the Securities are entitled to receive any payment upon the principal thereof (and premium, if any) or interest thereon; thereon and, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be made by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness Debt of the Company held or represented by each, to the extent necessary to pay in full all such Senior Indebtedness Debt remaining unpaid unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt. If the Holders of the Securities or any of them, shall fail to file a proper claim in the form required in any proceeding referred to in the first paragraph of this Section, prior to 30 days before the expiration of the time to file such claim or claims, and if the Trustee shall likewise fail, prior to 15 days before the expiration of the time to file such claim or claims, pursuant to the authority granted to the Trustee pursuant to the provisions of Sections 5.03 503 and 5.04504, then the holders of Senior Indebtedness Debt of the Company are hereby authorized to file an appropriate claim or claims for and on behalf of the Holders of the Securities in the form required in any such proceeding. In the event that, notwithstanding the foregoing, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee, the Paying Agent or the Holders of the Securities before all Senior Indebtedness Debt of the Company is paid in full, such payment or distribution shall be paid over to the holders of such Senior Indebtedness Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments instrument evidencing any of such Senior Indebtedness Debt may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness Debt of the Company remaining unpaid until all such Senior Indebtedness Debt shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision thereof) to the holders of such Senior IndebtednessDebt. None Subject to the payment in full of all Senior Debt of the Company, the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Debt to receive payments or distributions of assets of the Company applicable to such Senior Debt until the Securities shall be paid in full and none of the payments or distributions to the holders of such Senior Indebtedness Debt to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article or of payments over, pursuant to the provisions of this Article, to the holders of such Senior Indebtedness Debt by the Holders of the Securities or the Trustee shall, as between the Company, its creditors other than the holders of such Senior IndebtednessDebt, and the Holders of the Securities, be deemed to be a payment by the Company to or on account of such Senior Indebtedness; Debt, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the and relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness Debt of the Company, on the other hand. Subject to the payment in full of all Senior Indebtedness of the Company, the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Company applicable to such Senior Indebtedness until the Securities shall be paid in full. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company within the meaning of this Article. The Trustee, subject to the provisions of Section 6.01601, shall be entitled to assume that no such event has occurred and shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee or the taking of any other action by the Trustee, unless the Company or any one or more holders of Senior Indebtedness (or any one or more creditors in respect Debt of General Obligations) the Company or any trustee therefor (who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder of Senior Indebtedness (or creditor in respect of General Obligationstrustee) or trustee has given written notice thereof to a Responsible Officer of the Trustee at its Corporate Trust Office. Upon any distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Article Six, Trustee and the Holders of the Securities shall be entitled to rely upon: (1) upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pendingpending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt of the Company, the amount thereof or (2) payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article, and the Trustee, subject to the provisions of Article Six, and the Holders of the Securities shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person person making any distribution to the Trustee or to the Holders of the Securities, Securities for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness (and Debt of the creditors in respect of General Obligations)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. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Personperson, as a holder of Senior Indebtedness (or a creditor in respect Debt of General Obligations)the Company, to participate in any payment or distribution pursuant to this Section, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness (or General Obligations) Debt held by such Personperson, as to the extent to which such Person person is entitled to participate participation in such payment or distribution, and as to other facts pertinent to the rights of such Person person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.