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

Securities Subordinated to Prior Payment of. All Senior Indebtedness of the Issuer on Dissolution, Liquidation or Reorganization of the Issuer. Upon any distribution of the assets of the Issuer in connection with dissolution, winding up, liquidation or reorganization of the 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 Issuer or otherwise), the holders of Senior Indebtedness of the Issuer shall first be entitled to receive payment in full in accordance with the terms of such Senior Indebtedness of the principal thereof and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) before the holders of the Securities and Coupons are entitled to receive any payment of the principal of or interest thereon; and, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which the 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 Issuer being subordinated to the payment of the Securities 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 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 interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness of the Issuer 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. In the event that, notwithstanding the foregoing, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the 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 Issuer being subordinated to the payment of the Securities and Coupons, shall be received by the Trustee or the holders of the Securities or the Coupons before all Senior Indebtedness of the 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 for application to the payment of all Senior Indebtedness of the Issuer 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. 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 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 of the Securities and Coupons or the Trustee shall, as between the Issuer, its creditors other than the holders of such Senior Indebtedness and the holders of the Securities and Coupons, be deemed to be a payment by the 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 of the Securities and Coupons, on the one hand, and the holders of the Senior Indebtedness of the Issuer (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. The Issuer shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Issuer within the meaning of this Article. The Trustee shall be entitled to assume that no such event has occurred unless the Issuer or any one or more holders of Senior Indebtedness of the Issuer or any trustee therefor or any creditor in respect of Derivative Obligations has given written notice thereof to the Trustee at its corporate trust office. Upon any distribution of assets of the Issuer referred to in this Article, the Trustee and the holders of the Securities and Coupons shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending 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, 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 person, as a holder of Senior Indebtedness of the Issuer or as a creditor in respect of Derivative Obligations, to participate in any payment or distribution pursuant to this Article, 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 such Derivative Obligations, as applicable, held by such person, as to the extent to which such person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such person under this Article, 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 Issuer Debt on -------------------------------------------------------------- Dissolution, Liquidation or Reorganization of the IssuerCompany. ----------------------------------------------------- (a) Upon any payment or distribution of the assets of the Issuer Company of any kind or character, whether in connection with cash, property or securities, to creditors upon any liquidation, dissolution, winding winding-up, liquidation or reorganization of the Issuer (whether in bankruptcyreorganization, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling marshaling of assets of the assets and liabilities Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the Issuer or otherwise), the holders of Senior Indebtedness of the Issuer shall first be entitled to receive Debt, before any payment in full in accordance with the terms of such Senior Indebtedness of the principal thereof and the interest due thereon (including interest accruing subsequent to the commencement or distribution of any proceeding kind or character is made on account of any Obligations on the Securities, or for the bankruptcy or reorganization acquisition of the Issuer under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) before the holders of the Securities and Coupons are entitled to receive any payment of the principal of for cash or interest thereon; and, upon property or otherwise. Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Securities or Coupons or the Trustee under this Indenture would be entitled 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 Issuer being subordinated to the payment of the Securities or Couponshereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other person Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee by the Holders or otherwiseby the Trustee under this Indenture if received by them, directly to the holders of Senior Indebtedness Debt (pro rata -------- to such holders on the basis of the Issuer respective amounts of Senior Debt held by such holders) or their representative or representatives respective Representatives, or to the trustee or trustees under any indenture under pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according as their respective interests may appear, for application to the aggregate amounts payment of Senior Debt remaining unpaid on account of the principal of and interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness of the Issuer held or represented by each, to the extent necessary to pay in full until all such Senior Indebtedness remaining unpaid, Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness. Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, including shall be received by any Holder when such payment or distribution which may be payable or deliverable is prohibited by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Securities and Coupons, shall be received by the Trustee or the holders of the Securities or the Coupons before all Senior Indebtedness of the Issuer is paid in fullthis Section 10.03, such payment or distribution shall be held in trust for the benefit of of, and shall be paid over to or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the -------- respective amount of Senior Indebtedness Debt held by such holders) or their representative or representatives respective Representatives, or to the trustee or trustees under any indenture under pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably as aforesaid their respective interests may appear, for application to the payment of all Senior Indebtedness of the Issuer Debt remaining unpaid until all such Senior Indebtedness shall have Debt has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. Subject to Debt. (d) The consolidation of the payment in full Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all Senior Indebtedness or substantially all 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 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 Articleassets, to another corporation upon the holders of such Senior Indebtedness by terms and conditions provided in Article Five hereof and as long as permitted under the holders of the Securities and Coupons or the Trustee shall, as between the Issuer, its creditors other than the holders of such Senior Indebtedness and the holders of the Securities and Coupons, be deemed to be a payment by the 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 of the Securities and Coupons, on the one hand, and the holders terms of the Senior Indebtedness of the Issuer (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. The Issuer Debt shall give prompt written notice to the Trustee of any not be deemed a dissolution, winding winding-up, liquidation or reorganization of for the Issuer within the meaning purposes of this Article. The Trustee shall be entitled to assume that no Section if such event has occurred unless the Issuer or any one or more holders of Senior Indebtedness of the Issuer or any trustee therefor or any creditor in respect of Derivative Obligations has given written notice thereof to the Trustee at its corporate trust office. Upon any distribution of assets of the Issuer referred to in this Article, the Trustee and the holders of the Securities and Coupons shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending 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, 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 personcorporation shall, as a holder of Senior Indebtedness of the Issuer or as a creditor in respect of Derivative Obligations, to participate in any payment or distribution pursuant to this Article, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount part of such Senior Indebtedness consolidation, merger, conveyance or such Derivative Obligationstransfer, as applicable, held by such person, as to assume the extent to which such person is entitled to participation Company's obligations hereunder in such payment or distribution, and as to other facts pertinent to the rights of such person under this Article, 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 paymentaccordance with Article Five hereof.

Securities Subordinated to Prior Payment of. All Senior ------------------------------------------------------ Indebtedness of the Issuer on Dissolution, Dissolution Liquidation or Reorganization of the Issuer. --------------------------------------------------------- Upon any distribution of the assets of the Issuer in connection with Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Issuer (Company, whether voluntary or involuntary, in bankruptcy, insolvency insolvency, receivership or receivership proceedings a similar proceeding or upon an assignment for the benefit of creditors or any other marshalling marshaling of the assets and liabilities of the Issuer or otherwise), liabilities: (a) the holders of all Senior Indebtedness of the Issuer Company shall first be entitled to receive payment payments in full (or have the prompt payment thereof duly provided for in accordance with the terms of such Senior Indebtedness of the principal thereof and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency or similar law now or hereafter in effectcash) before the holders of the Securities and Coupons Holders are entitled to receive any payment on account of the principal of or of, premium, if any, interest thereon; andon, upon any such dissolutionand Liquidated Damages with respect to, winding up, liquidation or reorganization, the Securities (other than Junior Securities); (b) any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, securities (other than Junior Securities) to which the holders of the Securities or Coupons Holders or the Trustee on behalf of the Holders would be entitled (by setoff or otherwise), 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 Issuer being subordinated to the payment of the Securities or CouponsArticle XII, shall be made paid by the liquidating trustee or agent or other person Person making such a payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, distribution directly to the holders of Senior Indebtedness of the 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 interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness of the Issuer held or represented by each, to the extent necessary to pay make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In Indebtedness (but this Section 12.3(b) shall not apply to payments or distributions to the Trustee for its own benefit); and (c) in the event that, notwithstanding the foregoing, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Issuer 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 securities (other indebtedness of the Issuer being subordinated to the payment of the Securities and Couponsthan Junior Securities), shall be received by the Trustee for the benefit of the Holders or the holders Holders or any Paying Agent for the benefit of the Holders (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) on account of the principal of, premium, if any, interest on or Liquidated Damages with respect to, the Securities or the Coupons before all Senior Indebtedness of the Issuer is paid in full, such payment or distribution (subject to the provisions of Article VII and Sections 12.6, 12.7 and 12.12) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of such Senior Indebtedness, or their respective representative, and shall be paid over to or delivered to the holders of the Senior Indebtedness, ratably according to the respective amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make payment as provided herein of all such Senior Indebtedness remaining unpaid after giving effect to all concurrent payments and distributions to or for the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or their Paying Agent (or has been segregated as provided above), such holder (or a representative or representatives or therefor) notifies the Trustee of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices 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 Issuer remaining unpaid until all such Senior Indebtedness Trustee shall have been be paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. 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 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 of the Securities and Coupons or the Trustee shall, as between the Issuer, its creditors other than the holders of such Senior Indebtedness and the holders of the Securities and Coupons, be deemed to be a payment by the 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 of the Securities and Coupons, on the one hand, and the holders of the Senior Indebtedness of the Issuer (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. The Issuer shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Issuer within the meaning of this Article. The Trustee shall be entitled to assume that no such event has occurred unless the Issuer or any one or more holders of Senior Indebtedness of the Issuer or any trustee therefor or any creditor in respect of Derivative Obligations has given written notice thereof to the Trustee at its corporate trust office. Upon any distribution of assets of the Issuer referred to in this Article, the Trustee and the holders of the Securities and Coupons shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending 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, 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 person, as a holder of Senior Indebtedness of the Issuer or as a creditor in respect of Derivative Obligations, to participate in any payment or distribution pursuant to this Article, 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 such Derivative Obligations, as applicable, held by such person, as to the extent to which such person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such person under this Article, 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 Issuer on DissolutionALL SENIOR DEBT ON -------------------------------------------------------------- DISSOLUTION, Liquidation or Reorganization of the IssuerLIQUIDATION OR REORGANIZATION OF THE ISSUERS. --------------------------------------------------------- (a) Upon any payment or distribution of the assets of the either Issuer of any kind or character, whether in connection with cash, property or securities, to creditors upon any liquidation, dissolution, winding winding-up, liquidation or reorganization of the Issuer (whether in bankruptcyreorganization, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling marshaling of the assets and liabilities of the either Issuer or otherwise)in a bankruptcy, the holders of reorganization, insolvency, receivership or other similar proceeding relating to either Issuer or their respective properties, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness of the Issuer Debt shall first be entitled to receive payment paid in full in accordance with the terms of such Senior Indebtedness of the principal thereof and the interest due thereon (including interest accruing subsequent to the commencement cash or Cash Equivalents before any payment or distribution of any proceeding kind or character is made on account of any Obligations on the Securities, or for the bankruptcy or reorganization acquisition of the Issuer under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) before the holders of the Securities and Coupons are entitled to receive any payment of the principal of for cash or interest thereon; and, upon property or otherwise. Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets of the either 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 under this Indenture would be entitled 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 Issuer being subordinated to the payment of the Securities or Couponshereof, shall be made paid by the Issuers or by any receiver, trustee in bankruptcy, liquidating trustee or trustee, agent or other person Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee by the Holders or otherwiseby the Trustee under this Indenture if received by them, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the Issuer respective amounts --- ---- of Senior Debt held by such holders) or their representative or representatives respective Representatives, or to the trustee or trustees under any indenture under pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according as their respective interests may appear, for application to the aggregate amounts payment of Senior Debt remaining unpaid on account of the principal of and interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness of the Issuer held or represented by each, to the extent necessary to pay in full until all such Senior Indebtedness remaining unpaid, Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of either Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness. Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the either 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 Issuer being subordinated to the payment of the Securities and Coupons, shall be received by the Trustee or the holders of the Securities any Holder when such payment or the Coupons before all Senior Indebtedness of the Issuer distribution is paid in fullprohibited by this Section 10.3, such payment or distribution shall be held in trust for the benefit of of, and shall be paid over to or delivered to, the holders of Senior Debt (pro rata to such holders on the --- ---- basis of the respective amount of Senior Indebtedness Debt held by such holders) or their representative or representatives respective Representatives, or to the trustee or trustees under any indenture under pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably as aforesaid their respective interests may appear, for application to the payment of all Senior Indebtedness of the Issuer Debt remaining unpaid until all such Senior Indebtedness shall have Debt has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. Subject to Debt. (d) The consolidation of either Issuer with, or the payment in full merger of either Issuer with or into, another corporation or the liquidation or dissolution of either Issuer following the conveyance or transfer of all Senior Indebtedness or substantially all 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 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 Articleassets, to another corporation upon the holders of such Senior Indebtedness by terms and conditions provided in Article Five and as long as permitted under the holders of the Securities and Coupons or the Trustee shall, as between the Issuer, its creditors other than the holders of such Senior Indebtedness and the holders of the Securities and Coupons, be deemed to be a payment by the 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 of the Securities and Coupons, on the one hand, and the holders terms of the Senior Indebtedness of the Issuer (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. The Issuer Debt shall give prompt written notice to the Trustee of any not be deemed a dissolution, winding winding-up, liquidation or reorganization of for the Issuer within the meaning purposes of this Article. The Trustee shall be entitled to assume that no Section if such event has occurred unless the Issuer or any one or more holders of Senior Indebtedness of the Issuer or any trustee therefor or any creditor in respect of Derivative Obligations has given written notice thereof to the Trustee at its corporate trust office. Upon any distribution of assets of the Issuer referred to in this Article, the Trustee and the holders of the Securities and Coupons shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending 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, 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 personcorporation shall, as a holder of Senior Indebtedness of the Issuer or as a creditor in respect of Derivative Obligations, to participate in any payment or distribution pursuant to this Article, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount part of such Senior Indebtedness consolidation, merger, conveyance or transfer, assume such Derivative Obligations, as applicable, held by such person, as to the extent to which such person is entitled to participation Issuers' obligations hereunder in such payment or distribution, and as to other facts pertinent to the rights of such person under this Article, 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 paymentaccordance with Article Five.

Securities Subordinated to Prior Payment of. All Senior ------------------------------------------------------ Indebtedness of the Issuer on Dissolution, Dissolution Liquidation or Reorganization of the IssuerReorganization. --------------------------------------------------------- Upon any distribution of the assets of the Issuer in connection with Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Issuer (Company, whether voluntary or involuntary, in bankruptcy, insolvency insolvency, receivership or receivership proceedings a similar proceeding or upon an assignment for the benefit of creditors or any other marshalling marshaling of the assets and liabilities of the Issuer or otherwise), liabilities: (a) the holders of all Senior Indebtedness of the Issuer Company shall first be entitled to receive payment payments in full in accordance with the terms of such Senior Indebtedness of the principal thereof and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) cash before the holders of the Securities and Coupons Holders are entitled to receive any payment (other than Junior Securities) on account of the principal of or interest thereon; and, upon any such dissolution, winding up, liquidation or reorganization, Subordinated Obligations; (b) any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, securities (other than Junior Securities) to which the holders of the Securities or Coupons Holders or the Trustee on behalf of the Holders would be entitled (by setoff or otherwise), 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 Issuer being subordinated to the payment of the Securities or CouponsArticle XII, shall be made paid by the liquidating trustee or agent or other person Person making such a payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, distribution directly to the holders of Senior Indebtedness of the 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 interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness of the Issuer held or represented by each, to the extent necessary to pay make payment in full in cash of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In Indebtedness (but this Section 12.3(b) shall not apply to payments or distributions to the Trustee for its own benefit); and (c) in the event that, notwithstanding the foregoing, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Issuer Company or any Subsidiary 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 securities (other indebtedness of the Issuer being subordinated to the payment of the than Junior Securities and Couponsas aforesaid), shall be received by the Trustee for the benefit of the Holders or the holders Holders or any Paying Agent for the benefit of the Securities Holders (or, if the Company or any Affiliate of the Coupons Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) on account of Subordinated Obligations before all Senior Indebtedness of the Issuer is paid in full, such payment or distribution (subject to the provisions of Sections 12.6 and 12.9) shall be held in trust for the benefit of the holders of Senior Indebtedness, and shall be paid over or delivered by such Holders or the Trustee or such Paying Agent, as the case may be, to the holders of such Senior Indebtedness of the Company remaining unpaid or their representative or representatives representatives, or to the trustee or trustees under any indenture under pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably as aforesaid according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness of the Issuer remaining unpaid until all such Senior Indebtedness shall have been paid Company in full, full in cash after giving effect to any concurrent payment or and distribution to the holders of such Senior Indebtedness. 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 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 of the Securities and Coupons or the Trustee shall, as between the Issuer, its creditors other than the holders of such Senior Indebtedness and the holders of the Securities and Coupons, be deemed to be a payment by the 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 of the Securities and Coupons, on the one hand, and the holders of the Senior Indebtedness of the Issuer (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. The Issuer shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Issuer within the meaning of this Article. The Trustee shall be entitled to assume that no such event has occurred unless the Issuer or any one or more holders of Senior Indebtedness of the Issuer or any trustee therefor or any creditor in respect of Derivative Obligations has given written notice thereof to the Trustee at its corporate trust office. Upon any distribution of assets of the Issuer referred to in this Article, the Trustee and the holders of the Securities and Coupons shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending 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, 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 person, as a holder of Senior Indebtedness of the Issuer or as a creditor in respect of Derivative Obligations, to participate in any payment or distribution pursuant to this Article, 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 such Derivative Obligations, as applicable, held by such person, as to the extent to which such person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such person under this Article, 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 Issuer on Dissolution, Liquidation or Reorganization of the Issuer. Upon any distribution of the assets of the Issuer in connection with dissolution, winding up, liquidation or reorganization of the 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 Issuer or otherwise), the holders of Senior Indebtedness of the Issuer shall first be entitled to receive payment in full in accordance with the terms of such Senior Indebtedness of the principal thereof and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) before the holders of the Securities and Coupons are entitled to receive any payment of the principal of or interest thereon; and, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which the 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 Issuer being subordinated to the payment of the Securities 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 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 interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness of the Issuer 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. In the event that, notwithstanding the foregoing, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the 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 Issuer being subordinated to the payment of the Securities and Coupons, shall be received by the Trustee or the holders of the Securities or the Coupons before all Senior Indebtedness of the 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 for application to the payment of all Senior Indebtedness of the Issuer 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. 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 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 of the Securities and Coupons or the Trustee shall, as between the Issuer, its creditors other than the holders of such Senior Indebtedness and the holders of the Securities and Coupons, be deemed to be a payment by the 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 of the Securities and Coupons, on the one hand, and the holders of the Senior Indebtedness of the Issuer (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. The Issuer shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Issuer within the meaning of this Article. The -43- 51 Trustee shall be entitled to assume that no such event has occurred unless the Issuer or any one or more holders of Senior Indebtedness of the Issuer or any trustee therefor or any creditor in respect of Derivative Obligations has given written notice thereof to the Trustee at its corporate trust office. Upon any distribution of assets of the Issuer referred to in this Article, the Trustee and the holders of the Securities and Coupons shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending 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, 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 person, as a holder of Senior Indebtedness of the Issuer or as a creditor in respect of Derivative Obligations, to participate in any payment or distribution pursuant to this Article, 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 such Derivative Obligations, as applicable, held by such person, as to the extent to which such person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such person under this Article, 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 Issuer on Dissolution, Dissolution Liquidation or Reorganization of the IssuerReorganization. --------------------------------------------------------- Upon any distribution of the assets of the Issuer in connection with Company upon any dissolution, winding up, total or partial liquidation or reorganization of the Issuer (Company, whether voluntary or involuntary, in bankruptcy, insolvency insolvency, receivership or receivership proceedings a similar proceeding or upon an assignment for the benefit of creditors or any other marshalling marshaling of the assets and liabilities of the Issuer or otherwise), liabilities: (a) the holders of all Senior Indebtedness of the Issuer Company shall first be entitled to receive payment payments in full in accordance with the terms of such Senior Indebtedness of the principal thereof and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy cash or reorganization of the Issuer under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) Cash Equivalents before the holders of the Securities and Coupons Holders are entitled to receive any payment (other than Junior Securities) on account of the principal of or interest thereon; and, upon any such dissolution, winding up, liquidation or reorganization, Subordinated Obligations; (b) any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, securities (other than Junior Securities) to which the holders of the Securities or Coupons Holders or the Trustee on behalf of the Holders would be entitled (by setoff or otherwise), 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 Issuer being subordinated to the payment of the Securities or CouponsArticle XII, shall be made paid by the liquidating trustee or agent or other person Person making such a payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, distribution directly to the holders of Senior Indebtedness of the 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 interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness of the Issuer held or represented by each, to the extent necessary to pay make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. In Indebtedness (but this Section 12.3(b) shall not apply to payments or distributions to the Trustee for its own benefit); and (c) in the event that, notwithstanding the foregoing, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Issuer Company or any Subsidiary 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 securities (other indebtedness of the Issuer being subordinated to the payment of the than Junior Securities and Couponsas aforesaid), shall be received by the Trustee for the benefit of the Holders or the holders Holders or any Paying Agent for the benefit of the Securities Holders (or, if the Company or any Affiliate of the Coupons Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) on account of Subordinated Obligations before all Senior Indebtedness of the Issuer is paid in full, such payment or distribution (subject to the provisions of Sections 12.6 and 12.9) shall be held in trust for the benefit of the holders of Senior Indebtedness, and shall be paid over or delivered by such Holders or the Trustee or such Paying Agent, as the case may be, to the holders of such Senior Indebtedness of the Company remaining unpaid or their representative or representatives representatives, or to the trustee or trustees under any indenture under pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably as aforesaid according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Senior Indebtedness of the Issuer remaining unpaid until all such Senior Indebtedness shall have been paid Company in full, full in cash after giving effect to any concurrent payment or and distribution to the holders of such Senior Indebtedness. 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 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 of the Securities and Coupons or the Trustee shall, as between the Issuer, its creditors other than the holders of such Senior Indebtedness and the holders of the Securities and Coupons, be deemed to be a payment by the 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 of the Securities and Coupons, on the one hand, and the holders of the Senior Indebtedness of the Issuer (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. The Issuer shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Issuer within the meaning of this Article. The Trustee shall be entitled to assume that no such event has occurred unless the Issuer or any one or more holders of Senior Indebtedness of the Issuer or any trustee therefor or any creditor in respect of Derivative Obligations has given written notice thereof to the Trustee at its corporate trust office. Upon any distribution of assets of the Issuer referred to in this Article, the Trustee and the holders of the Securities and Coupons shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending 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, 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 person, as a holder of Senior Indebtedness of the Issuer or as a creditor in respect of Derivative Obligations, to participate in any payment or distribution pursuant to this Article, 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 such Derivative Obligations, as applicable, held by such person, as to the extent to which such person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such person under this Article, 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 Debt of the Issuer Company on Dissolution, Liquidation or Reorganization of the IssuerCompany Subrogation. Upon any distribution of the assets of the Issuer Company in connection with dissolution, winding up, liquidation or reorganization of the Issuer 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 Issuer Company or otherwise), the holders of Senior Indebtedness Debt of the Issuer 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 Issuer Company under any applicable bankruptcy, insolvency insolvency, or similar law now or hereafter in effect) before the holders Holders of the Securities and Coupons are entitled to receive any payment of upon the principal of 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 Issuer Company 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 Issuer Company being subordinated to the payment of the Securities or CouponsSecurities, 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 Issuer 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 Issuer Company under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness Debt of the Issuer Company held or represented by each, to the extent necessary to pay in full all such Senior Indebtedness Debt remaining 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 503 and 504, then the holders of Senior 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 Issuer 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 Issuer Company being subordinated to the payment of the Securities and CouponsSecurities, shall be received by the Trustee Trustee, the Paying Agent or the holders Holders of the Securities or the Coupons before all Senior Indebtedness Debt of the Issuer Company 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 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 aforesaid, for application to the payment of all Senior Indebtedness Debt of the Issuer 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. Subject to the payment in full of all Senior Indebtedness Debt of the IssuerCompany, the holders 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 Debt to receive payments or distributions of assets of the Issuer Company applicable to such Senior Indebtedness Debt until the Securities and Coupons shall be paid in full and none of the payments or distributions to the holders of such Senior Indebtedness Debt 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 Debt by the holders Holders of the Securities and Coupons or the Trustee shall, as between the IssuerCompany, its creditors other than the holders of such Senior Indebtedness Debt, and the holders Holders of the Securities and CouponsSecurities, be deemed to be a payment by the Issuer 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 Holders of the Securities and CouponsSecurities, on the one hand, and the holders of the Senior Indebtedness Debt of the Issuer (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)Company, on the other hand. The Issuer Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Issuer Company within the meaning of this Article. The Trustee Trustee, subject to the provisions of Section 601, 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 Issuer Company or any one or more holders of Senior Indebtedness Debt of the Issuer Company or any trustee therefor (who shall have been certified or any creditor in respect otherwise established to the satisfaction of Derivative Obligations the Trustee to be such a holder 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 Issuer Company referred to in this Article, the Trustee and the holders Holders of the Securities and Coupons shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness Debt of the IssuerCompany, the creditors in respect of Derivative Obligations, the amounts 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 Trustee Trustee, subject to the provisions of Article Six, and the holders 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 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 Debt of the IssuerCompany, the creditors in respect of Derivative Obligations, the amounts 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 Debt of the Issuer or as a creditor in respect of Derivative ObligationsCompany, to participate in any payment or distribution pursuant to this ArticleSection, 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 such Derivative Obligations, as applicable, Debt held by such person, as to the extent to which such person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such person under this ArticleSection, 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 Issuer on Dissolution, Liquidation or Reorganization of the Issuer. Upon any distribution of the assets of the Issuer in connection with dissolution, winding up, liquidation or reorganization of the 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 Issuer or otherwise), the holders of Senior Indebtedness of the Issuer shall first be entitled to receive payment in full in accordance with the terms of such Senior Indebtedness of the principal thereof and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) before the holders of the Securities and Coupons are entitled to receive any payment of the principal of or interest thereon; and, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which the 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 Issuer being subordinated to the payment of the Securities 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 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 interest (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Issuer under any applicable bankruptcy, insolvency, or similar law now nor or hereafter in effect) on the Senior Indebtedness of the Issuer held or represented by each, to the extent necessary to pay in full all such Senior Indebtedness remaining unpaid, after giving effect to any nay concurrent payment or distribution to the holders of such Senior Indebtedness. If the 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 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 Section 5.2, then the holders of Senior Indebtedness of the Issuer are hereby authorized to file an appropriate claim or claims for and on behalf of the 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 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 Issuer being subordinated to the payment of the Securities and Coupons, shall be received by the Trustee or the holders of the Securities or the Coupons before all Senior Indebtedness of the 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 for application to the payment of all Senior Indebtedness of the Issuer 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. 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 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 of the Securities and Coupons or the Trustee shall, as between the Issuer, its creditors other than the holders of such Senior Indebtedness and the holders of the Securities and Coupons, be deemed to be a payment by the 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 of the Securities and Coupons, on the one hand, and the holders of the Senior Indebtedness of the Issuer (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)Issuer, on the other hand. The Issuer shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Issuer within the meaning of this Article. The Trustee shall be entitled to assume that no such event has occurred unless the Issuer or any one or more holders of Senior Indebtedness of the Issuer or any trustee therefor or any creditor in respect of Derivative Obligations has given written notice thereof to the Trustee at its corporate trust office. Upon any distribution of assets of the Issuer referred to in this Article, the Trustee and the holders of the Securities and Coupons shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending 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 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 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 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 of the Issuer or as a creditor in respect of Derivative ObligationsIssuer, to participate in any payment or distribution pursuant to this ArticleSection, 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 such Derivative Obligations, as applicable, held by such person, as to the extent to which such person is entitled to 53 52 participation in such payment or distribution, and as to other facts pertinent to the rights of such person under this ArticleSection, 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 Issuer Company on Dissolution, Liquidation or Reorganization of the Issuer-------------------------------------------------------------------------------- Company; Subrogation. --------------------- Upon any distribution of the assets of the Issuer Company in connection with dissolution, winding up, liquidation or reorganization of the Issuer 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 Issuer Company or otherwise), the holders of Senior Indebtedness of the Issuer 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 Issuer Company 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 of upon the principal of 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 Issuer Company 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 Issuer Company being subordinated to the payment of the Securities or CouponsSecurities, 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 Issuer 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 Issuer Company under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior Indebtedness of the Issuer Company 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 Issuer 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 Issuer Company being subordinated to the payment of the Securities and CouponsSecurities, shall be received by the Trustee Trustee, the Paying Agent or the holders Holders of the Securities or the Coupons before all Senior Indebtedness of the Issuer Company 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 Issuer 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. 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 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 IssuerCompany, its creditors other than the holders of such Senior Indebtedness Indebtedness, and the holders Holders of the Securities and CouponsSecurities, be deemed to be a payment by the Issuer 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 Holders of the Securities and CouponsSecurities, on the one hand, and the holders of the Senior Indebtedness of the Issuer (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)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 Issuer Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Issuer Company within the meaning of this Article. The Trustee 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 Issuer Company or any one or more holders of Senior Indebtedness (or any one or more creditors in respect of the Issuer General Obligations) or any trustee therefor who shall have been certified or any otherwise established to the satisfaction of the Trustee to be such a holder of Senior Indebtedness (or creditor in respect of Derivative Obligations 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 Issuer Company referred to in this Article, the Trustee Trustee, subject to the provisions of Article Six, and the holders Holders of the Securities and Coupons shall be entitled to rely upon upon: (1) any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending 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 Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Issuer, (and the creditors in respect of Derivative General 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 Derivative General Obligations), to participate in any payment or distribution pursuant to this ArticleSection, 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 such Derivative General Obligations, as applicable, ) held by such personPerson, as to the extent to which such person Person is entitled to participation participate in such payment or distribution, and as to other facts pertinent to the rights of such person Person under this ArticleSection, 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.