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          (c) Upon any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company (whether
in bankruptcy, insolvency or receivership proceedings or upon an assignment for
the benefit of creditors or otherwise):

               (i) the holders of all Senior Debt shall first be entitled to
          receive payment in full of the principal and interest due thereon
          before the holder of this Note is entitled to receive any payment on
          account of the principal or interest on this Note;

               (ii) any payment or distribution of assets of the Company of any
          kind or character, whether in cash, property or securities, to which
          the holder of this Note would be entitled except for the Subordination
          Provisions, shall be paid by the liquidating trustee or agent or other
          person making such payment or distribution directly to the holders of
          Senior Debt or their representative, or to the trustee under any
          indenture under which  Senior Debt may have been issued, to the extent
          necessary to make payment in full of all Senior Debt remaining unpaid,
          after giving effect to any concurrent payment or distribution or
          provision therefor to the holders of such Senior Debt; and

               (iii)  in the event that notwithstanding the foregoing provisions
          of this paragraph (c), any payment or distribution of assets of the
          Company of any kind or character, whether in cash, property or
          securities, shall be received by the holder of this Note on account of
          principal or interest on this Note before all Senior Debt is paid in
          full, or effective provision made for its payment, such payment or
          distribution shall be received and held in trust for and shall be paid
          over to the holders of the Senior Debt remaining unpaid or unprovided
          for or their representative, or to the trustee under any indenture
          under which Senior Debt may have been issued, for application to the
          payment of such Senior Debt until all such Senior Debt shall have been
          paid in full, after giving effect to any concurrent payment or
          distribution or provision therefor to the holders of such Senior Debt.

          (d) Subject to the payment in full of all Senior Debt, the holder of
this Note shall be subrogated to the rights of the holders of Senior Debt until
all amounts owing on this Note shall be paid in full, and for the purpose of
such subrogation no payments or distributions to the holders of the Senior Debt
by or on behalf of the Company or by or on behalf of the holder of this Note by
virtue of the Subordination Provisions which otherwise would have been made to
the holder of this Note shall, as between the Company and the holder of this
Note be


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