Common use of Subordination of Debentures Clause in Contracts

Subordination of Debentures. SECTION 14.01. The Company, for itself, its successors and assigns, covenants and agrees, and each holder of a Debenture, by its acceptance thereof, likewise covenants and agrees, that the payment of the principal of (premium, if any), and interest on, each and all of the Debentures is hereby expressly subordinated, to the extent and in the manner hereinafter in this Article set forth, in 98 84 right of payment to the prior payment in full of all Senior Indebtedness. The provisions of this Article are made for the benefit of all holders of Senior Indebtedness, and any such holder may proceed to enforce such provisions. SECTION 14.02. No payment by the Company on account of principal of (premium, if any), or interest on, the Debentures of any series shall be made if any default or event of default with respect to any Senior Indebtedness, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a trustee on their behalf) to accelerate the maturity thereof, shall have occurred and be continuing and the Company and the Trustee shall have received written notice thereof from the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness (or the representative or trustee of such holders) or the Trustee shall have received written notice thereof from the Company. In the event that any Debentures of any series are declared due and payable before the date specified therein as the fixed dated on which the principal thereof is due and payable pursuant to Article VI, or upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of (premium, if any) and interest due or to become due upon all Senior Indebtedness shall first be paid in full before any holders of Debentures, or the Trustee, shall be entitled to receive or retain any assets (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated, at least to the same extent as the Debentures, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) so paid or distributed in respect of the Debentures (for principal or interest); and upon such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets of the 99 85 Company of any kind or character, whether in cash, property or securities (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the same extent as the Debentures, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment), to which any holder of Debentures or the Trustee would be entitled, except for the provisions of this Section, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by any holder of Debentures or the Trustee if received by them or it, directly to the holders of Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder) or their representatives or trustees, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. No holder of Senior Indebtedness shall be prejudiced in his right to enforce subordination of the Debentures of any series by any act or failure to act on the part of the Company. Without notice to or the consent of any holder of Debentures or the Trustee the holders of Senior Indebtedness may at any time and from time to time, without impairing or releasing the subordination herein made, change the manner, place or terms of payment, or change or extend the time of payment of or renew or alter the Senior Indebtedness, or amend or supplement in any manner any instrument evidencing the Senior Indebtedness, any agreement pursuant to which the Senior Indebtedness was issued or incurred or any instrument securing or relating to the Senior Indebtedness; release any person liable in any manner for the payment or collection of the Senior Indebtedness; exercise or refrain from exercising any rights in respect of the Senior Indebtedness against the Company or any other person; apply any moneys or other property paid by any person or released in any manner to the 100 86 Senior Indebtedness; or accept or release any security for the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, the holders of Debentures shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that, by its express terms, ranks on a parity with the Debentures and is entitled to like rights or subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until the Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions on the Senior Indebtedness pursuant to this Section shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, and no payments or distributions to the Trustee or the holders of the Debentures of assets by virtue of the subrogation herein provided for shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment to or on account of the Debentures. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand, and nothing contained in this Article or elsewhere in this Indenture or in the Debentures of any series is intended to or shall impair the obligation of the Company, which is unconditional and absolute, to pay the principal of and interest on the Debentures of any series when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article, of the holders of Senior Indebtedness in respect of cash, property or securities of the Company otherwise payable or delivered to the Trustee or any holder of Debentures upon the exercise of any such remedy. 101 87 Upon any payment or distribution pursuant to this Section, the Trustee and any holder of Debentures shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in this Section are pending, and the Trustee, subject to the provisions of Section 7.01, and any holder of Debentures shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making such payment or distribution delivered to the Trustee or to any holder of Debentures, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. Nothing contained in this Article or elsewhere in this Indenture, or in any of the Debentures of any series, shall prevent (a) the application by the Trustee or any paying agent of any moneys deposited with it hereunder to the payment of or on account of the principal of or interest on Debentures of any series if, at the time of such deposit (provided that the time of such deposit was not more than 10 days prior to the time of such payment), such payment would not have been prohibited by the foregoing provisions of this Section or (b) any payment by the Company or the Trustee to any holder of Debentures of moneys in connection with a redemption of Debentures of any series if (i) notice of such redemption has been given to the holders of the Debentures to be redeemed pursuant to Article III prior to the receipt 102 88 by the Trustee of the written notice referred to in Section 14.04 and (ii) such notice of redemption is given not earlier than 60 days before the date fixed for redemption. SECTION 14.03. The holder of each Debenture by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge and effectuate the subordination between the holders of Debentures and the holders of Senior Indebtedness as provided in this Article and appoints the Trustee as attorney-in-fact for any and all such purposes. SECTION 14.04. Notwithstanding the provisions of this Article or any other provision of this Indenture, but subject to the provisions of Section 7.01, the Trustee and any paying agent shall not be charged with knowledge of the existence of any Senior Indebtedness, or any default in the payment of the principal of (premium, if any), or interest on, any Senior Indebtedness, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee or any such paying agent, unless and until the Trustee or such paying agent shall have received written notice thereof from the Company or the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness or the representative or trustee of such holders; nor shall the Trustee or any such paying agent be charged with knowledge of the curing of any such default or of the elimination of the act or condition preventing any such payment unless and until the Trustee or such paying agent shall have received an Officers' Certificate to such effect. SECTION 14.05. The Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness; and nothing in Section 7.13, or elsewhere in this Indenture, shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. 103 89 SECTION 14.06. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute to any holder of Debentures or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. SECTION 14.07. In case at any time any paying agent other than the Trustee shall have been appointed by the Company and be acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 14.04, 14.05 and 14.06 shall not apply to the Company if it acts as paying agent. The Chase Manhattan Bank, as Trustee, hereby accepts the trust in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. 104 90

Subordination of Debentures. SECTION 14.01. The Company, for itself, its successors and assigns, covenants and agrees, and each holder of a Debenture, by its acceptance thereof, likewise covenants and agrees, that the payment of the principal of (premium, if any), and interest on, each and all of the Debentures is hereby expressly subordinated, to the extent and in the manner hereinafter in this Article set forth, in 98 84 right of payment to the prior payment in full of all Senior Indebtedness. The provisions of this Article are made for the benefit of all holders of Senior Indebtedness, and any such holder may proceed to enforce such provisions. SECTION 14.02. No payment by the Company on account of principal of (premium, if any), or interest on, the Debentures of any series shall be made if any default or event of default with respect to any Senior Indebtedness, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a trustee on their behalf) to accelerate the maturity thereof, shall have occurred and be continuing and the Company and the Trustee shall have received written notice thereof from the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness (or the representative or trustee of such holders) or the Trustee shall have received written notice thereof from the Company. In the event that any Debentures of any series are declared due and payable before the date specified therein as the fixed dated on which the principal thereof is due and payable pursuant to Article VI, or upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of (premium, if any) and interest due or to become due upon all Senior Indebtedness shall first be paid in full before any holders of Debentures, or the Trustee, shall be entitled to receive or retain any assets (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated, at least to the same extent as the Debentures, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) so paid or distributed in respect of the Debentures (for principal or interest); and upon such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets of the 99 85 Company of any kind or character, whether in cash, property or securities (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the same extent as the Debentures, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment), to which any holder of Debentures or the Trustee would be entitled, except for the provisions of this Section, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by any holder of Debentures or the Trustee if received by them or it, directly to the holders of Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder) or their representatives or trustees, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. No holder of Senior Indebtedness shall be prejudiced in his right to enforce subordination of the Debentures of any series by any act or failure to act on the part of the Company. Without notice to or the consent of any holder of Debentures or the Trustee the holders of Senior Indebtedness may at any time and from time to time, without impairing or releasing the subordination herein made, change the manner, place or terms of payment, or change or extend the time of payment of or renew or alter the Senior Indebtedness, or amend or supplement in any manner any instrument evidencing the Senior Indebtedness, any agreement pursuant to which the Senior Indebtedness was issued or incurred or any instrument securing or relating to the Senior Indebtedness; release any person liable in any manner for the payment or collection of the Senior Indebtedness; exercise or refrain from exercising any rights in respect of the Senior Indebtedness against the Company or any other person; apply any moneys or other property paid by any person or released in any manner to the 100 86 Senior Indebtedness; or accept or release any security for the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, the holders of Debentures shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that, by its express terms, ranks on a parity with the Debentures and is entitled to like rights or subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until the Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions on the Senior Indebtedness pursuant to this Section shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, and no payments or distributions to the Trustee or the holders of the Debentures of assets by virtue of the subrogation herein provided for shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment to or on account of the Debentures. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand, and nothing contained in this Article or elsewhere in this Indenture or in the Debentures of any series is intended to or shall impair the obligation of the Company, which is unconditional and absolute, to pay the principal of and interest on the Debentures of any series when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article, of the holders of Senior Indebtedness in respect of cash, property or securities of the Company otherwise payable or delivered to the Trustee or any holder of Debentures upon the exercise of any such remedy. 101 87 Upon any payment or distribution pursuant to this Section, the Trustee and any holder of Debentures shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in this Section are pending, and the Trustee, subject to the provisions of Section 7.01, and any holder of Debentures shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making such payment or distribution delivered to the Trustee or to any holder of Debentures, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. Nothing contained in this Article or elsewhere in this Indenture, or in any of the Debentures of any series, shall prevent (a) the application by the Trustee or any paying agent of any moneys deposited with it hereunder to the payment of or on account of the principal of or interest on Debentures of any series if, at the time of such deposit (provided that the time of such deposit was not more than 10 days prior to the time of such payment), such payment would not have been prohibited by the foregoing provisions of this Section or (b) any payment by the Company or the Trustee to any holder of Debentures of moneys in connection with a redemption of Debentures of any series if (i) notice of such redemption has been given to the holders of the Debentures to be redeemed pursuant to Article III prior to the receipt 102 88 by the Trustee of the written notice referred to in Section 14.04 and (ii) such notice of redemption is given not earlier than 60 days before the date fixed for redemption. SECTION 14.03. The holder of each Debenture by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge and effectuate the subordination between the holders of Debentures and the holders of Senior Indebtedness as provided in this Article and appoints the Trustee as attorney-in-fact for any and all such purposes. SECTION 14.04. Notwithstanding the provisions of this Article or any other provision of this Indenture, but subject to the provisions of Section 7.01, the Trustee and any paying agent shall not be charged with knowledge of the existence of any Senior Indebtedness, or any default in the payment of the principal of (premium, if any), or interest on, any Senior Indebtedness, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee or any such paying agent, unless and until the Trustee or such paying agent shall have received written notice thereof from the Company or the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness or the representative or trustee of such holders; nor shall the Trustee or any such paying agent be charged with knowledge of the curing of any such default or of the elimination of the act or condition preventing any such payment unless and until the Trustee or such paying agent shall have received an Officers' Certificate to such effect. SECTION 14.05. The Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness; and nothing in Section 7.13, or elsewhere in this Indenture, shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. 103 89. SECTION 14.06. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute to any holder of Debentures or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. SECTION 14.07. In case at any time any paying agent other than the Trustee shall have been appointed by the Company and be acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 14.04, 14.05 and 14.06 shall not apply to the -------- ------- Company if it acts as paying agent. The Chase Manhattan Bank[ ], as Trustee, hereby accepts the trust in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. 104 9077

Subordination of Debentures. SECTION 14.01. The Company, for itself, its successors and assigns, covenants and agrees, Company and each holder of a DebentureInvestor, by its such Investor's acceptance thereofhereof, likewise covenants and agrees, agree that the payment of the principal of (premium, if any), and interest on, each and all of the Debentures hereon is hereby expressly subordinated, to the extent and in the manner as hereinafter in this Article set forthprovided, in 98 84 right of payment to the prior payment of the principal of, and interest or other charges or fees on, all existing or future obligations of the Company for money borrowed from any bank, trust company, insurance company, or other financial institution (each a "Senior Creditor") engaged in full the business of all lending money (the foregoing being referred to, collectively, as the "Senior Indebtedness"). The provisions of this Article are made Upon any receivership, insolvency, assignment for the benefit of all holders of Senior Indebtednesscreditors, and any such holder may proceed bankruptcy, reorganization or arrangements with creditors (whether or not pursuant to enforce such provisions. SECTION 14.02. No payment by the Company on account of principal of (premium, if anybankruptcy or other insolvency laws), sale of all or interest onsubstantially all of the assets, the Debentures of any series shall be made if any default or event of default with respect to any Senior Indebtednessdissolution, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a trustee on their behalf) to accelerate the maturity thereof, shall have occurred and be continuing and the Company and the Trustee shall have received written notice thereof from the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness (or the representative or trustee of such holders) or the Trustee shall have received written notice thereof from the Company. In the event that any Debentures of any series are declared due and payable before the date specified therein as the fixed dated on which the principal thereof is due and payable pursuant to Article VIliquidation, or upon any payment or distribution of assets other marshalling of the Company of any kind assets or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization liabilities of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal the event of (premium, if any) and interest due or to become due upon all Senior Indebtedness shall first be paid default in full before any holders of Debentures, or the Trustee, shall be entitled to receive or retain any assets (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinatedthe principal or interest on the Senior Indebtedness, at least to or in the same extent as the Debentures, to the payment of all Senior Indebtedness which may at the time be outstanding, provided event that the rights Company has received written notice from any Senior Creditor that such Senior Creditor has declared a default as a result of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) so paid or distributed in respect of the Debentures (for principal or interest); and upon such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets of the 99 85 Company occurrence of any kind or character, whether in cash, property or securities (other than shares of stock of non-payment default by the Company as reorganized under any Senior Creditor agreement or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustmentloan document, the payment of which is subordinated at least to the same extent as the Debentures, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment), to which any holder of Debentures or the Trustee would be entitled, except for the provisions of this Section, (1) no amount shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by any holder of Debentures or the Trustee if received by them or it, directly to the holders of Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder) or their representatives or trustees, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. No holder of Senior Indebtedness shall be prejudiced in his right to enforce subordination of the Debentures of any series by any act or failure to act on the part of the Company. Without notice to or the consent of any holder of Debentures or the Trustee the holders of Senior Indebtedness may at any time and from time to time, without impairing or releasing the subordination herein made, change the manner, place or terms of payment, or change or extend the time of payment of or renew or alter the Senior Indebtedness, or amend or supplement in any manner any instrument evidencing the Senior Indebtedness, any agreement pursuant to which the Senior Indebtedness was issued or incurred or any instrument securing or relating to the Senior Indebtedness; release any person liable in any manner for the payment or collection of the Senior Indebtedness; exercise or refrain from exercising any rights in respect of the Senior Indebtedness against the Company principal of or any other person; apply any moneys or other property paid by any person or released in any manner to the 100 86 Senior Indebtedness; or accept or release any security for the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, the holders of Debentures shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that, by its express terms, ranks interest on a parity with the Debentures at the time outstanding, unless and is entitled to like rights or subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until the Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions on the Senior Indebtedness pursuant to this Section shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, and no payments or distributions to the Trustee or the holders of the Debentures of assets by virtue of the subrogation herein provided for shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment to or on account of the Debentures. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand, and nothing contained in this Article or elsewhere in this Indenture or in the Debentures of any series is intended to or shall impair the obligation of the Company, which is unconditional and absolute, to pay the principal of and interest on the Debentures Senior Indebtedness then outstanding shall have been paid in full, and (2) no claim or proof of any series when claim shall be filed with the same shall become due and payable in accordance with their terms, Company by or to affect the relative rights on behalf of the holders of the Debentures and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of Investors asserting any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject right to the rights, if any, under this Article, of the holders of Senior Indebtedness receive any payments in respect of cashthe principal of and interest on the Debentures, property or securities unless there shall first have been payment in full of the Company otherwise payable or delivered to the Trustee or any holder principal of Debentures upon the exercise of any such remedy. 101 87 Upon any payment or distribution pursuant to this Section, the Trustee and any holder of Debentures shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in this Section are pending, and the Trustee, subject to the provisions of Section 7.01, and any holder of Debentures shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making such payment or distribution delivered to the Trustee or to any holder of Debentures, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders interest on all of the Senior Indebtedness then outstanding. The Company and other indebtedness of the Companyeach Investor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such personInvestor's acceptance hereof, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. Nothing contained in this Article or elsewhere in this Indenture, or in any of the Debentures of any series, shall prevent (a) the application by the Trustee or any paying agent of any moneys deposited with it hereunder to the payment of or on account of the principal of or interest on Debentures of any series if, at the time of such deposit (provided agree that the time of such deposit was not more than 10 days prior to the time of such payment), such payment would not have been prohibited by the foregoing provisions of this Section or (b) any payment by the Company or the Trustee to any holder of Debentures of moneys in connection with a redemption of Debentures of any series if (i) notice of such redemption has been given to the holders of the Debentures to be redeemed pursuant to Article III prior to are, and shall remain, unsecured, and the receipt 102 88 by Investors shall not take or accept any collateral or security for the Trustee repayment of sums due under the written notice referred to in Section 14.04 and Debentures, (ii) such notice the Company shall not, without the prior written consent of redemption is given not earlier than 60 days before the date fixed for redemption. SECTION 14.03. The holder of each Debenture Senior Creditors, prepay (voluntarily, involuntarily, by his acceptance thereof authorizes acceleration or otherwise) any principal, interest or other amounts due on the Debentures, and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge and effectuate the subordination between the holders of Debentures and the holders of Senior Indebtedness as provided in (iii) this Article and appoints the Trustee as attorney-in-fact for any and all such purposes. SECTION 14.04. Notwithstanding the provisions of this Article or any other provision of this Indenture, but subject to the provisions of Section 7.01, the Trustee and any paying agent 5 shall not be charged with knowledge modified or otherwise amended without the prior written consent of the existence of any all Senior Indebtedness, or any default in the payment of the principal of (premium, if any), or interest on, any Senior Indebtedness, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee or any such paying agent, unless and until the Trustee or such paying agent shall have received written notice thereof from the Company or the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness or the representative or trustee of such holders; nor shall the Trustee or any such paying agent be charged with knowledge of the curing of any such default or of the elimination of the act or condition preventing any such payment unless and until the Trustee or such paying agent shall have received an Officers' Certificate to such effectCreditors. SECTION 14.05. The Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness; and nothing in Section 7.13, or elsewhere in this Indenture, shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. 103 89 SECTION 14.06. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute to any holder of Debentures or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. SECTION 14.07. In case at any time any paying agent other than the Trustee shall have been appointed by the Company and be acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 14.04, 14.05 and 14.06 shall not apply to the Company if it acts as paying agent. The Chase Manhattan Bank, as Trustee, hereby accepts the trust in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. 104 90

Subordination of Debentures. SECTION 14.01. The Company, for itself, its successors and assigns, covenants and agrees, and each holder of a Debenture, by its acceptance thereof, likewise covenants and agrees, the Indenture provides that the payment of the principal of (premium, if any), Debentures are subordinate and interest on, each and all of the Debentures is hereby expressly subordinated, to the extent and junior in the manner hereinafter in this Article set forth, in 98 84 right of payment to the prior payment in full of all Senior IndebtednessIndebtedness (the definition of which in the Indenture shall be deemed to be amended and restated in its entirety as set forth in Section 1.1 hereof) of the Company. The provisions Subject to such Article XVI and Section 9.7 of this Article are made for the benefit of all holders of Senior IndebtednessIndenture, and any such holder may proceed to enforce such provisions. SECTION 14.02. No no payment by the Company on account of principal of (premium, if anyincluding redemption payments), or interest on, the Debentures of any series shall may be made (i) if any default or event of default Senior Indebtedness is not paid when due, any applicable grace period with respect to any Senior Indebtednesssuch default has ended and such default has not been cured or waived, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a trustee on their behalfii) to accelerate if the maturity thereof, shall have occurred and be continuing and the Company and the Trustee shall have received written notice thereof from the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness (or the representative or trustee has been accelerated because of such holders) or the Trustee shall have received written notice thereof from the Companya default. In the event that Upon any Debentures of any series are declared due and payable before the date specified therein as the fixed dated on which the principal thereof is due and payable pursuant to Article VI, or upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding up or total or partial up, liquidation or reorganization of the Companyreorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of (of, and premium, if any) , and interest due or to become due upon on, all Senior Indebtedness shall first must be paid in full before any holders the Holders of Debentures, or the Trustee, shall be Debentures are entitled to receive or retain any assets (other than shares of stock of payment. In the Company as reorganized or readjusted or securities of event that, notwithstanding the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated, at least to the same extent as the Debentures, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) so paid or distributed in respect of the Debentures (for principal or interest); and upon such dissolution or winding up or liquidation or reorganizationforegoing, any payment or distribution of assets of the 99 85 Company of any kind or character, whether in cash, property or securities (other than shares of stock shall be received or collected by a Holder of the Company as reorganized or readjusted or securities Debentures in contravention of the Company foregoing provisions, such payment or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the same extent as the Debentures, to the payment of all Senior Indebtedness which may at the time distribution shall be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment), to which any holder of Debentures or the Trustee would be entitled, except held for the provisions benefit of this Section, and shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by any holder of Debentures or the Trustee if received by them or it, directly over to the holders of Senior Indebtedness (pro rata or their representative or representatives or to each such holder on the basis of the respective amounts of trustee or trustees under any indenture under which any instrument evidencing Senior Indebtedness held by such holder) or may have been issued, as their representatives or trusteesrespective interests may appear, to the extent necessary to pay in full all Senior Indebtedness in fullthen due, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. No holder of Senior Indebtedness shall be prejudiced in his right to enforce subordination of the Debentures of any series by any act or failure to act on the part of the Company. Without notice to or the consent of any holder of Debentures or the Trustee the holders of Senior Indebtedness may at any time and from time to time, without impairing or releasing the subordination herein made, change the manner, place or terms of payment, or change or extend the time of payment of or renew or alter the Senior Indebtedness, or amend or supplement in any manner any instrument evidencing the Senior Indebtedness, any agreement pursuant to which the Senior Indebtedness was issued or incurred or any instrument securing or relating to the Senior Indebtedness; release any person liable in any manner for the payment or collection of the Senior Indebtedness; exercise or refrain from exercising any rights in respect of the Senior Indebtedness against the Company or any other person; apply any moneys or other property paid by any person or released in any manner to the 100 86 Senior Indebtedness; or accept or release any security for the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, the holders rights of the Holders of the Debentures shall will be subrogated (equally and ratably with the holders of all indebtedness of the Company that, by its express terms, ranks on a parity with the Debentures and is entitled to like rights or subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until all amounts owing on the Debentures shall be are paid in full. For purposes of such subrogation, no payments or distributions on the Senior Indebtedness pursuant to this Section shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, and no payments or distributions to the Trustee or the holders of the Debentures of assets by virtue of the subrogation herein provided for shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment to or on account of the Debentures. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand, and nothing contained in this Article or elsewhere in this Indenture or in the Debentures of any series is intended to or shall impair the obligation of the Company, which is unconditional and absolute, to pay the principal of and interest on the Debentures of any series when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article, of the holders of Senior Indebtedness in respect of cash, property or securities of the Company otherwise payable or delivered to the Trustee or any holder of Debentures upon the exercise of any such remedy. 101 87 Upon any payment or distribution pursuant to this Section, the Trustee and any holder of Debentures shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in this Section are pending, and the Trustee, subject to the provisions of Section 7.01, and any holder of Debentures shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making such payment or distribution delivered to the Trustee or to any holder of Debentures, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. Nothing contained in this Article or elsewhere in this Indenture, or in any of the Debentures of any series, shall prevent (a) the application by the Trustee or any paying agent of any moneys deposited with it hereunder to the payment of or on account of the principal of or interest on Debentures of any series if, at the time of such deposit (provided that the time of such deposit was not more than 10 days prior to the time of such payment), such payment would not have been prohibited by the foregoing provisions of this Section or (b) any payment by the Company or the Trustee to any holder of Debentures of moneys in connection with a redemption of Debentures of any series if (i) notice of such redemption has been given to the holders of the Debentures to be redeemed pursuant to Article III prior to the receipt 102 88 by the Trustee of the written notice referred to in Section 14.04 and (ii) such notice of redemption is given not earlier than 60 days before the date fixed for redemption. SECTION 14.03. The holder of each Debenture by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge and effectuate the subordination between the holders of Debentures and the holders of Senior Indebtedness as provided in this Article and appoints the Trustee as attorney-in-fact for any and all such purposes. SECTION 14.04. Notwithstanding the provisions of this Article or any other provision of this Indenture, but subject to the provisions of Section 7.01, the Trustee and any paying agent shall not be charged with knowledge of the existence of any Senior Indebtedness, or any default in the payment of the principal of (premium, if any), or interest on, any Senior Indebtedness, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee or any such paying agent, unless and until the Trustee or such paying agent shall have received written notice thereof from the Company or the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness or the representative or trustee of such holders; nor shall the Trustee or any such paying agent be charged with knowledge of the curing of any such default or of the elimination of the act or condition preventing any such payment unless and until the Trustee or such paying agent shall have received an Officers' Certificate to such effect. SECTION 14.05. The Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness; and nothing in Section 7.13, or elsewhere in this Indenture, shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. 103 89 SECTION 14.06. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute to any holder of Debentures or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. SECTION 14.07. In case at any time any paying agent other than the Trustee shall have been appointed by the Company and be acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 14.04, 14.05 and 14.06 shall not apply to the Company if it acts as paying agent. The Chase Manhattan Bank, as Trustee, hereby accepts the trust in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. 104 90

Subordination of Debentures. SECTION 14.01. The Company, for itself, its successors and assigns, covenants and agrees, and each holder of a Debenture, by its acceptance thereof, likewise covenants and agrees, that the payment of the principal of (premium, if any), and accrued and unpaid interest on, each and all of the Debentures is hereby expressly subordinated, to the extent and in the manner hereinafter in this Article set forth, in 98 84 right of payment to the prior payment in full of all Senior Indebtedness. The provisions of this Article are made for the benefit of all holders of Senior Indebtedness, and any such holder may proceed to enforce such provisions. SECTION 14.02. No payment by the Company on account of principal of (premium, if any), or interest on, the Debentures of any series shall be made if any default or event of default with respect to any the Debentures will be subordinated to the present and future Senior Indebtedness, which permits or with the giving Debt of notice or passage of time or both would permit the holders thereof (or a trustee on their behalf) to accelerate the maturity thereof, shall have occurred and be continuing and the Company and the Trustee shall have received written notice thereof from the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness (or the representative or trustee of such holders) or the Trustee shall have received written notice thereof from the Company. In Therefore, in the event that any Debentures of any series are declared due and payable before the date specified therein as the fixed dated on which the principal thereof is due and payable pursuant to Article VIliquidation, dissolution or reorganization of, or upon any payment or distribution of similar proceeding relating to, the Company, the assets of the Company of any kind or character, whether in cash, property or securities, will not be available to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of pay the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of (premium, if any) and interest due or to become due upon all Senior Indebtedness shall first be paid in full before any holders of Debentures, or the Trustee, shall be entitled to receive or retain any assets (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated, at least to the same extent as the Debentures, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) so paid or distributed in respect of obligations on the Debentures (for principal or interest); and upon such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets of the 99 85 Company of any kind or character, whether in cash, property or securities (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the same extent as the Debentures, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment), to which any holder of Debentures or the Trustee would be entitled, except for the provisions of this Section, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by any holder of Debentures or the Trustee if received by them or it, directly to until the holders of Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder) or their representatives or trustees, to the extent necessary to pay all Senior Indebtedness Debt have been paid in full. In that event, after giving effect to any concurrent payment or distribution to or for it is possible that the holders of Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. No holder of Senior Indebtedness shall be prejudiced in his right to enforce subordination of the Debentures of any series by any act or failure to act on the part of the Company. Without notice to or the consent of any holder of Debentures or the Trustee the holders of Senior Indebtedness may at any time and from time to time, without impairing or releasing the subordination herein made, change the manner, place or terms of payment, or change or extend the time of payment of or renew or alter the Senior Indebtedness, or amend or supplement in any manner any instrument evidencing the Senior Indebtedness, any agreement pursuant to which the Senior Indebtedness was issued or incurred or any instrument securing or relating to the Senior Indebtedness; release any person liable in any manner for the payment or collection of the Senior Indebtedness; exercise or refrain from exercising any rights in respect of the Senior Indebtedness against the Company or any other person; apply any moneys or other property paid by any person or released in any manner to the 100 86 Senior Indebtedness; or accept or release any security for the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, the holders of Debentures shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that, by its express terms, ranks on a parity with the Debentures and is entitled to like rights or subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Company applicable will be insufficient to pay all or a portion of the obligations arising under the Debentures. APPLICATION OF PROCEEDS The Company intends to use the cash net proceeds from this Offering, after the payment of expenses incurred in connection with this Offering, for general business purposes and operating expenses. Such expenses could exhaust or exceed the cash realized from this Offering, and the Company may not be able to raise additional funds to cover operating expenses or to satisfy its other cash needs in the future. There can be no assurance that the Company will be able to obtain other financing to cover such operating expenses and cash needs, and even if such additional financing can be obtained, there can be no assurance that such financing can be effected on commercially reasonable terms or at all. LIMITATIONS ON TRANSFERABILITY OF THE DEBENTURES Prior to the Senior Indebtedness until Offering, there has been no market, public or private, for the Debentures, and it is not anticipated that a market for the Debentures shall will ever develop. Neither the Debentures nor the shares of Common Stock underlying the Debentures have been, nor is it anticipated that they will be, registered under the Securities Act or the securities laws of any state. Consequently, the Securities must be paid in full. For purposes of such subrogation, no payments held indefinitely by the purchasers thereof unless they are sold or distributions on the Senior Indebtedness otherwise transferred pursuant to this Section shallan exemption under the Securities Act or applicable state securities laws. DEPENDENCE ON CERTAIN CUSTOMERS The Company's largest customer accounted for approximately 48% of the Company's net sales during Fiscal 1997. The Company believes that it has good relationships with its customers and that they will continue to do business with the Company; however, as between the Company's customers purchase products from the Company pursuant to individually placed purchase orders, and the Company has no long-term contracts with any of its customers. Therefore, there can be no assurance that the Company's customers, including any of its largest customers, will continue to purchase merchandise from the Company, and the loss of a significant volume of purchases from a number of its creditors customers, or from the Company's largest customer, could have a material adverse effect on the Company's business and results of operations and the ability of the Company to continue as a going concern. DEPENDENCE ON CERTAIN SUPPLIERS The Company's largest supplier of T-shirts during Fiscal 1997 and the supplier which offered the highest credit line to the Company, ceased operations in January 1998. Management believes that other than sources of T-shirt suppliers are available; however, there can be no assurance that the holders Company will be able to obtain an alternate source of Senior Indebtednesssuch goods on equivalent or favorable terms, or at all, and the holders failure of the Debentures, be deemed to be a payment by the Company to or do so could have a material adverse effect on account of the Senior Indebtedness, and no payments or distributions to the Trustee or the holders of the Debentures of assets by virtue of the subrogation herein provided for shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment to or on account of the Debentures. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand, and nothing contained in this Article or elsewhere in this Indenture or in the Debentures of any series is intended to or shall impair the obligation of the Company, which is unconditional and absolute, to pay the principal of and interest on the Debentures of any series when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article, of the holders of Senior Indebtedness in respect of cash, property or securities of the Company otherwise payable or delivered to the Trustee or any holder of Debentures upon the exercise of any such remedy. 101 87 Upon any payment or distribution pursuant to this Section, the Trustee and any holder of Debentures shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in this Section are pending, and the Trustee, subject to the provisions of Section 7.01, and any holder of Debentures shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making such payment or distribution delivered to the Trustee or to any holder of Debentures, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. Nothing contained in this Article or elsewhere in this Indenture, or in any of the Debentures of any series, shall prevent (a) the application by the Trustee or any paying agent of any moneys deposited with it hereunder to the payment of or on account of the principal of or interest on Debentures of any series if, at the time of such deposit (provided that the time of such deposit was not more than 10 days prior to the time of such payment), such payment would not have been prohibited by the foregoing provisions of this Section or (b) any payment by the Company or the Trustee to any holder of Debentures of moneys in connection with a redemption of Debentures of any series if (i) notice of such redemption has been given to the holders of the Debentures to be redeemed pursuant to Article III prior to the receipt 102 88 by the Trustee of the written notice referred to in Section 14.04 and (ii) such notice of redemption is given not earlier than 60 days before the date fixed for redemption. SECTION 14.03. The holder of each Debenture by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge and effectuate the subordination between the holders of Debentures and the holders of Senior Indebtedness as provided in this Article and appoints the Trustee as attorney-in-fact for any and all such purposes. SECTION 14.04. Notwithstanding the provisions of this Article or any other provision of this Indenture, but subject to the provisions of Section 7.01, the Trustee and any paying agent shall not be charged with knowledge of the existence of any Senior Indebtedness, or any default in the payment of the principal of (premium, if any), or interest on, any Senior Indebtedness, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee or any such paying agent, unless and until the Trustee or such paying agent shall have received written notice thereof from the Company or the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness or the representative or trustee of such holders; nor shall the Trustee or any such paying agent be charged with knowledge of the curing of any such default or of the elimination of the act or condition preventing any such payment unless and until the Trustee or such paying agent shall have received an Officers' Certificate to such effect. SECTION 14.05. The Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness; and nothing in Section 7.13, or elsewhere in this Indenture, shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. 103 89 SECTION 14.06. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute to any holder of Debentures or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. SECTION 14.07. In case at any time any paying agent other than the Trustee shall have been appointed by the Company and be acting hereunder, its ability to continue as a going concern. RETAIL COMPETITION The Company competes against a large number of national and regional manufacturers of similar products and does not have a dominant market share in the term "Trustee" as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to imprinted young men's and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 14.04, 14.05 and 14.06 shall not apply to the Company if it acts as paying agentboys' active wear industry. The Chase Manhattan BankCompany believes that competition is based on popularity of a particular licensed brand, as Trusteeprice, hereby accepts quality of merchandise, artistic creativity and service, including timeliness of delivery. There are a significant number of major participants in the trust in this Indenture declared imprinted young men's and providedboys' active wear industry, upon and many of these participants are substantially larger and have greater financial, marketing and other resources than the terms and conditions hereinabove set forth. 104 90Company.

Subordination of Debentures. SECTION 14.01. The Company, for itself, its successors and assigns, covenants and agrees, and each holder of a Debenture, by its acceptance thereof, likewise covenants and agrees, that the payment of the principal of (of, premium, if any), and interest on, each and all of the Debentures is hereby expressly subordinated, to the extent and in the manner hereinafter in this Article Fourteen set forth, in 98 84 right of payment to the prior payment in full of all Senior Indebtedness. The provisions . (a) In the event of this Article are made any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the benefit Company, whether or not involving insolvency or bankruptcy, and in the event of all any execution sale, then the holders of Senior IndebtednessIndebtedness shall be entitled to receive payment in full of principal thereof and interest due thereon (including without limitation, and except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest in any such holder may proceed proceedings) in money of all Senior Indebtedness before the holders of Debentures are entitled to enforce such provisions. SECTION 14.02. No receive any payment by the Company on account of the principal of (premium, if any), or interest onon the indebtedness evidenced by the Debentures, the Debentures of any series shall be made if any default or event of default with respect and to any Senior Indebtedness, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a trustee on their behalf) to accelerate the maturity thereof, shall have occurred and be continuing and the Company and the Trustee shall have received written notice thereof from that end the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness (or the representative or trustee of such holders) or the Trustee shall have received written notice be entitled to receive for application in payment thereof from the Company. In the event that any Debentures of any series are declared due and payable before the date specified therein as the fixed dated on which the principal thereof is due and payable pursuant to Article VI, or upon any payment or distribution of assets of the Company of any kind or character, whether in cash, cash or property or securities, to creditors upon which may be payable or deliverable in connection with any dissolution such proceedings or winding up or total or partial liquidation or reorganization sale in respect of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of (premium, if any) and or interest due or to become due upon all Senior Indebtedness shall first be paid in full before any holders of Debentures, or on the Trustee, shall be entitled to receive or retain any assets (Debentures other than shares of stock securities of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, readjustment the payment of which is subordinatedsubordinate, at least to the same extent as provided in this Article Fourteen with respect to the Debentures, to the payment of all indebtedness of the nature of Senior Indebtedness which may at the time be outstandingIndebtedness, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment; (b) so paid In the event and during the continuation of any default in payment of any Senior Indebtedness or distributed in respect if any event of default, as therein defined, shall exist under any Senior Indebtedness or any agreement pursuant to which any Senior Indebtedness is issued, no payment of the principal of, premium if any, or interest on the Debentures shall be made and the Company covenants that it will, upon ascertaining any such default or event of default, provide written notice to the Trustee of such default or event of default; (for principal or interest); c) In the event that the Debentures of any series are declared due and upon such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets payable before their expressed maturity because of the 99 85 Company occurrence of any kind or character, whether in cash, property or securities an Event of Default (other than shares under circumstances when the provisions of stock subsection (a) of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustmentthis Section 14.02 shall not be applicable), the payment of which is subordinated at least to the same extent as the Debentures, to the payment holders of all Senior Indebtedness which may at the time shall be outstanding, provided that the rights entitled to receive payment in full in money of the holders of the such Senior Indebtedness are not altered by before such reorganization or readjustment), to which any holder of Debentures or the Trustee would be entitled, except for the provisions of this Section, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by any holder of Debentures or the Trustee if received by them or it, directly to the holders of Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder) or their representatives or trustees, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of Debentures are entitled to receive any payment on account of the principal of or to interest on the Trustee. Debentures; and (d) No holder of Senior Indebtedness shall be prejudiced in his right to enforce subordination of the Debentures of any series by any act or failure to act on the part of the Company. Without notice to or the consent of any holder of Debentures or the Trustee the holders of Senior Indebtedness may at any time and from time to time, without impairing or releasing the subordination herein made, change the manner, place or terms of payment, or change or extend the time of payment of or renew or alter the Senior Indebtedness, or amend or supplement in any manner any instrument evidencing the Senior Indebtedness, any agreement pursuant to which the Senior Indebtedness was issued or incurred or any instrument securing or relating to the Senior Indebtedness; release any person liable in any manner for the payment or collection of the Senior Indebtedness; exercise or refrain from exercising any rights in respect of the Senior Indebtedness against the Company or any other person; apply any moneys or other property paid by any person or released in any manner to the 100 86 Senior Indebtedness; or accept or release any security for the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, the holders of Debentures shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that, by its express terms, ranks on a parity with the Debentures and is entitled to like rights or subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until the Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions on the Senior Indebtedness pursuant to this Section shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, and no payments or distributions to the Trustee or the holders of the Debentures of assets by virtue of the subrogation herein provided for shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment to or on account of the Debentures. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand, and nothing contained in this Article or elsewhere in this Indenture or in the Debentures of any series is intended to or shall impair the obligation of the Company, which is unconditional and absolute, to pay the principal of and interest on the Debentures of any series when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article, of the holders of Senior Indebtedness in respect of cash, property or securities of the Company otherwise payable or delivered to the Trustee or any holder of Debentures upon the exercise of any such remedy. 101 87 Upon any payment or distribution pursuant to this Section, the Trustee and any holder of Debentures shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in this Section are pending, and the Trustee, subject to the provisions of Section 7.01, and any holder of Debentures shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making such payment or distribution delivered to the Trustee or to any holder of Debentures, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. Nothing contained in this Article or elsewhere in this Indenture, or in any of the Debentures of any series, shall prevent (a) the application by the Trustee or any paying agent of any moneys deposited with it hereunder to the payment of or on account of the principal of or interest on Debentures of any series if, at the time of such deposit (provided that the time of such deposit was not more than 10 days prior to the time of such payment), such payment would not have been prohibited by the foregoing provisions of this Section or (b) any payment by the Company or the Trustee to any holder of Debentures of moneys in connection with a redemption of Debentures of any series if (i) notice of such redemption has been given to the holders of the Debentures to be redeemed pursuant to Article III prior to the receipt 102 88 by the Trustee of the written notice referred to in Section 14.04 and (ii) such notice of redemption is given not earlier than 60 days before the date fixed for redemption. SECTION 14.03. The holder of each Debenture by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge and effectuate the subordination between the holders of Debentures and the holders of Senior Indebtedness as provided in this Article and appoints the Trustee as attorney-in-fact for any and all such purposes. SECTION 14.04. Notwithstanding the provisions of this Article or any other provision of this Indenture, but subject to the provisions of Section 7.01, the Trustee and any paying agent shall not be charged with knowledge of the existence of any Senior Indebtedness, or any default in the payment of the principal of (premium, if any), or interest on, any Senior Indebtedness, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee or any such paying agent, unless and until the Trustee or such paying agent shall have received written notice thereof from the Company or the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness or the representative or trustee of such holders; nor shall the Trustee or any such paying agent be charged with knowledge of the curing of any such default or of the elimination of the act or condition preventing any such payment unless and until the Trustee or such paying agent shall have received an Officers' Certificate to such effect. SECTION 14.05. The Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness; and nothing in Section 7.13, or elsewhere in this Indenture, shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. 103 89 SECTION 14.06. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute to any holder of Debentures or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. SECTION 14.07. In case at any time any paying agent other than the Trustee shall have been appointed by the Company and be acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 14.04, 14.05 and 14.06 shall not apply to the Company if it acts as paying agent. The Chase Manhattan Bank, as Trustee, hereby accepts the trust in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. 104 90

Subordination of Debentures. SECTION 14.01. The Company, for itself, its successors and assigns, Company covenants and agrees, and each holder of a Debenture, Securityholder issued hereunder by its his acceptance thereof, thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article 14; and each person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof accepts and agrees to be bound by such provisions. The payment by the Company of the principal of (of, premium, if any), any and interest on, each and on all of the Debentures is hereby expressly subordinatedSecurities issued hereunder shall, to the extent and in the manner hereinafter in this Article set forth, be subordinated and junior in 98 84 right of payment to the prior payment in full of all Senior IndebtednessDebt, whether outstanding at the date of this Indenture or thereafter incurred. The provisions No provision of this Article are made for 14 shall prevent the benefit occurrence of all holders any Default or Event of Senior Indebtedness, and any such holder may proceed to enforce such provisionsDefault hereunder. SECTION 14.02. No In the event and during the continuation of any default by the Company in the payment of principal, premium, interest or any other payment due on any Senior Debt, or in the event that the maturity of any Senior Debt has been accelerated because of a default, then, in either case, no payment shall be made by the Company with respect to the principal (including redemption payments) of or premium, if any, or interest on the Securities until such default shall have been cured or waived in writing or shall have ceased to exist or such Senior Debt shall have been discharged or paid in full. In the event of the acceleration of the maturity of the Securities, then no payment shall be made by the Company with respect to the principal (including redemption payments) of or premium, if any, or interest on the Securities until the holders of all Senior Debt outstanding at the time of such acceleration shall receive payment in full of such Senior Debt (including any amounts due upon acceleration). In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Securityholder when such payment is prohibited by the preceding paragraphs of this Section 14.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear. SECTION 14.03. Upon any payment by the Company on account of principal of (premium, if any), or interest on, the Debentures of any series shall be made if any default or event of default with respect to any Senior Indebtedness, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a trustee on their behalf) to accelerate the maturity thereof, shall have occurred and be continuing and the Company and the Trustee shall have received written notice thereof from the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness (or the representative or trustee of such holders) or the Trustee shall have received written notice thereof from the Company. In the event that any Debentures of any series are declared due and payable before the date specified therein as the fixed dated on which the principal thereof is due and payable pursuant to Article VI, or upon any payment or distribution of assets of the Company of any kind or character, whether in cash, cash property or securities, to creditors upon any dissolution or liquidation, dissolution, winding up or total or partial liquidation or reorganization of the Companyup, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of (premium, if any) and interest due or to become due upon all Senior Indebtedness shall first be paid in full before any holders of Debentures, or the Trustee, shall be entitled to receive or retain any assets (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated, at least to the same extent as the Debentures, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) so paid or distributed in respect of the Debentures (for principal or interest); and upon such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets of the 99 85 Company of any kind or character, whether in cash, property or securities (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the same extent as the Debentures, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment), to which any holder of Debentures or the Trustee would be entitled, except for the provisions of this Section, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by any holder of Debentures or the Trustee if received by them or it, directly to the holders of Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder) or their representatives or trustees, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. No holder of Senior Indebtedness shall be prejudiced in his right to enforce subordination of the Debentures of any series by any act or failure to act on the part of the Company. Without notice to or the consent of any holder of Debentures or the Trustee the holders of Senior Indebtedness may at any time and from time to time, without impairing or releasing the subordination herein made, change the manner, place or terms of payment, or change or extend the time of payment of or renew or alter the Senior Indebtedness, or amend or supplement in any manner any instrument evidencing the Senior Indebtedness, any agreement pursuant to which the Senior Indebtedness was issued or incurred or any instrument securing or relating to the Senior Indebtedness; release any person liable in any manner for the payment or collection of the Senior Indebtedness; exercise or refrain from exercising any rights in respect of the Senior Indebtedness against the Company or any other person; apply any moneys or other property paid by any person or released in any manner to the 100 86 Senior Indebtedness; or accept or release any security for the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, the holders of Debentures shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that, by its express terms, ranks on a parity with the Debentures and is entitled to like rights or subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until the Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions on the Senior Indebtedness pursuant to this Section shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Indebtedness, and no payments or distributions to the Trustee or the holders of the Debentures of assets by virtue of the subrogation herein provided for shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment to or on account of the Debentures. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand, and nothing contained in this Article or elsewhere in this Indenture or in the Debentures of any series is intended to or shall impair the obligation of the Company, which is unconditional and absolute, to pay the principal of and interest on the Debentures of any series when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article, of the holders of Senior Indebtedness in respect of cash, property or securities of the Company otherwise payable or delivered to the Trustee or any holder of Debentures upon the exercise of any such remedy. 101 87 Upon any payment or distribution pursuant to this Section, the Trustee and any holder of Debentures shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in this Section are pending, and the Trustee, subject to the provisions of Section 7.01, and any holder of Debentures shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making such payment or distribution delivered to the Trustee or to any holder of Debentures, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. Nothing contained in this Article or elsewhere in this Indenture, or in any of the Debentures of any series, shall prevent (a) the application by the Trustee or any paying agent of any moneys deposited with it hereunder to the payment of or on account of the principal of or interest on Debentures of any series if, at the time of such deposit (provided that the time of such deposit was not more than 10 days prior to the time of such payment), such payment would not have been prohibited by the foregoing provisions of this Section or (b) any payment by the Company or the Trustee to any holder of Debentures of moneys in connection with a redemption of Debentures of any series if (i) notice of such redemption has been given to the holders of the Debentures to be redeemed pursuant to Article III prior to the receipt 102 88 by the Trustee of the written notice referred to in Section 14.04 and (ii) such notice of redemption is given not earlier than 60 days before the date fixed for redemption. SECTION 14.03. The holder of each Debenture by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge and effectuate the subordination between the holders of Debentures and the holders of Senior Indebtedness as provided in this Article and appoints the Trustee as attorney-in-fact for any and all such purposes. SECTION 14.04. Notwithstanding the provisions of this Article or any other provision of this Indenture, but subject to the provisions of Section 7.01, the Trustee and any paying agent shall not be charged with knowledge of the existence of any Senior Indebtedness, or any default in the payment of the principal of (premium, if any), or interest on, any Senior Indebtedness, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee or any such paying agent, unless and until the Trustee or such paying agent shall have received written notice thereof from the Company or the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness or the representative or trustee of such holders; nor shall the Trustee or any such paying agent be charged with knowledge of the curing of any such default or of the elimination of the act or condition preventing any such payment unless and until the Trustee or such paying agent shall have received an Officers' Certificate to such effect. SECTION 14.05. The Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness; and nothing in Section 7.13, or elsewhere in this Indenture, shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. 103 89 SECTION 14.06. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute to any holder of Debentures or the Company or any other person moneys or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. SECTION 14.07. In case at any time any paying agent other than the Trustee shall have been appointed by the Company and be acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 14.04, 14.05 and 14.06 shall not apply to the Company if it acts as paying agent. The Chase Manhattan Bank, as Trustee, hereby accepts the trust in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. 104 90receivership,