indenture became effective or created, assumed or incurred after that date, including all indebtedness for money
borrowed by another person that we guarantee. However, Senior Indebtedness does not include indebtedness that
is stated not to be senior to or to have the same rank as the subordinated debt securities or other securities having
the same rank as or that are subordinated to the subordinated debt securities. In particular, Senior Indebtedness
does not include (A) outstanding subordinated indebtedness that we assumed in connection with our merger with
Bear Stearns or with other entities, (B) the subordinated notes under the amended and restated indenture, dated as
of December 15, 1992, as amended, between us and U.S. Bank Trust National Association, as trustee, and (C)
other debt of JPMorgan Chase that is expressly stated to have the same rank as or not to rank superior to the
subordinated debt securities or other securities having the same rank as or that are subordinated to the
subordinated debt securities.
The subordinated indenture defines “Additional Senior Obligations” to mean all indebtedness of JPMorgan
Chase, whether outstanding on the date the subordinated indenture became effective or created, assumed or
incurred after that date, for claims in respect of derivative products, such as interest and foreign exchange rate
contracts, commodity contracts and similar arrangements, except claims in respect of Senior Indebtedness and
except claims in respect of obligations that are expressly stated to have the same rank as or not to rank senior to
the subordinated debt securities. For purposes of this definition, “claim” shall have the meaning assigned in
Section 101(4) of the United States Bankruptcy Code and in effect on the date of execution of the subordinated
indenture.
Under the subordinated indenture, we may not make any payment on the subordinated debt securities in the
event:
• we have failed to make full payment of all amounts of principal, and premium, if any, and interest, if
any, due on all Senior Indebtedness; or
• there shall exist any event of default on any Senior Indebtedness permitting the holders thereof to
accelerate the maturity thereof or any event which, with notice or lapse of time or both, would become
such an event of default.
In addition, upon our dissolution, winding-up, liquidation, reorganization or insolvency:
• we must pay to the holders of Senior Indebtedness the full amounts of principal of, and premium, if
any, and interest, if any, on the Senior Indebtedness before any payment or distribution is made on the
subordinated debt securities, and
• if, after we have made those payments on the Senior Indebtedness, there are amounts available for
payment on the subordinated debt securities and creditors in respect of Additional Senior Obligations
have not received their full payments, then we will first use such amounts to pay in full all Additional
Senior Obligations before we may make any payment on the subordinated debt securities.
No series of our subordinated debt securities described above (other than our junior subordinated
indebtedness and our Capital Efficient Notes issued in connection with the issuance of securities by our capital
trust subsidiaries) is subordinated to any other series of subordinated debt securities or to any other subordinated
indebtedness of JPMorgan Chase referred to above. However, due to the subordination provisions of the various
series of subordinated indebtedness issued by us and our predecessor institutions, and, in particular the fact that
some, but not all, of our outstanding subordinated indebtedness is subordinated in some circumstances to
Additional Senior Obligations (or to our derivative obligations or general obligations, as defined in the relevant
indentures governing such subordinated indebtedness issued by us or our predecessor institutions), in the event of
a dissolution, winding-up, liquidation, reorganization or insolvency, holders of the subordinated debt securities
that may be offered by use of this prospectus and an applicable prospectus supplement may recover less, ratably,
than holders of some of our other series of outstanding subordinated indebtedness and more, ratably, than holders
of other series of our outstanding subordinated indebtedness.
No Limitation on Disposition of Voting Stock of the Bank. The subordinated indenture does not contain a
covenant prohibiting us from selling or otherwise disposing of any shares of voting stock of the Bank, or
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