Common use of Application by Trustee of Assets Deposited with It Clause in Contracts

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or Tender, U.S. Government Obligations, Euros or Euro Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; provided, however, that if prior to the second Business Day preceding the date -------- ------- on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or Tender, U.S. Government Obligations, Euros or Euro Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenTwelve; provided, however, -------- ------- that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes and, to the extent the making of such deposit by the Company shall (i) not be in contravention of any term or provision of the Credit Agreement and (ii) be allocated for the payment of the Notes, shall not be subject to the subordination provisions of this Article TenXI. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying the Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article TenSections 11.1, 11.2, 11.3 and 11.4; provided, howeverthat, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0611.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender or All money and U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, Holder and shall not be subject to the subordination provisions of this Article TenSection 12.12. Otherwise, any deposit of assets or securities by or on behalf of any Subsidiary Guarantor pursuant to the Company Guarantees with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article TenSection 12.12; providedprovided that, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.12(f), then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing preceding sentence shall be construed solely for the benefit of the Trustee and each Paying Agent and shall not apply to otherwise affect the Paying Agent if the Company or any Subsidiary or Affiliate rights of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article TenIndebtedness.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt Indebtedness to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender or All money and U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, and shall not be subject to the subordination provisions of this Article TenXI. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of of, premium, if any, or interest on any Subordinated Notes shall be subject to the provisions of this Article TenXI; providedprovided that, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either the principal of or (and premium, if any, of interest on any Subordinated Note) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0611.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing preceding sentence shall be construed solely for the benefit of the Trustee and each Paying Agent and shall not apply to otherwise affect the Paying Agent if the Company or any Subsidiary or Affiliate rights of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article TenIndebtedness.

Application by Trustee of Assets Deposited with It. S. Legal Tender Money or U.S. Government Obligations (and the proceeds thereof) deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.01, 8.02 or 8.03 shall be for the sole benefit of the Holders of the Notes and, to the extent (i) the making of such deposit by the Group Guarantor shall not have been in contravention of any term or provision of any agreement creating or evidencing Group Guarantor Senior Indebtedness and (ii) allocated for the payment of Notesunder the Securities (pursuant to the Group Guarantee), shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company Group Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment under the Group Guarantee of principal Principal of or interest on any Notes the Securities shall be subject to the provisions of this Article TenSections 12.01, 12.02, 12.03 and 12.04; provided, howeverthat, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal Principal of or interest on any NoteSecurities) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or Tender, U.S. Government Obligations Obligations, Principal Shares or Interest Shares deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenIX unless delivered in violation of this Article IX. Otherwise, any deposit of assets assets, property or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of Principal of, or interest on on, any Notes shall be subject to the provisions of this Article TenIX; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, including the payment of either principal of Principal of, or interest on on, any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.069.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 9.07 shall limit the right of the holders of Senior Debt Indebtedness to recover payments as contemplated by this Article TenIX.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. X unless delivered in violation of this Article X. Otherwise, any deposit of assets assets, property or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of Principal of, or interest on on, any Notes shall be subject to the provisions of this Article TenX; provided, however, that if prior to the second Business Day -------- ------- preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, including the payment of either principal of Principal of, or interest on on, any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.such

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited by the Company in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent (i) the making of such deposit did not, or after giving effect to such deposit does not, result in any contravention of any term or provision of the Revolver Agreement and (ii) allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenXI. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any the Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes Securities shall be subject to the provisions of this Article TenSections 11.1, 11.2, 11.3 and 11.4; providedprovided that, however, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0611.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenTwelve; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) a Responsible Officer of the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. Legal Tender Money or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent (i) the making of such deposit by the Company shall not have been in contravention of any term or provision of any agreement creating or evidencing Senior Indebtedness and (ii) allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article Ten10. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal Principal of or interest on any Notes Securities shall be subject to the provisions of this Article TenSections 10.01, 10.02, 10.03 and 10.04; provided, howeverthat, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal Principal of or interest on any NoteSecurities) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent (i) the making of such deposit by the Company shall not be in contravention of any term or provision of the Credit Agreement and (ii) allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenXIII. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying the Agent (whether or not in trust) for the payment of principal of or interest on any Notes Securities shall be subject to the provisions of this Article TenSections 13.1, 13.2, 13.3 and 13.4; providedPROVIDED that, however, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0613.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or Tender, U.S. Government Obligations, Euros or Euro Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenTwelve; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or Tender, U.S. Government Obligations, Euros or Euro Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenThirteen. Otherwise, any deposit of assets or securities by or on behalf of the Company a Subsidiary Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenThirteen; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0613.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 13.07 shall limit the right of the holders of Guarantor Senior Debt Indebtedness to recover payments as contemplated by this Article TenThirteen.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent (i) the making of such deposit by the Company shall not be in contravention of any term or provision of the Credit Agreement or other Designated Senior Debt and (ii) allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenXII. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying the Agent (whether or not in trust) for the payment of principal of or interest on any Notes Securities shall be subject to the provisions of this Article TenSections 12.1, 12.2, 12.3 and 12.4; providedPROVIDED that, however, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender Money or U.S. Government Obligations (and the proceeds thereof) deposited in trust by the Company with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 9.01, 9.02 or 9.03 shall be for the sole benefit of the Holders of the Notes and, to the extent (i) the making of such deposit by the Company shall not have been in contravention of any term or provision of any agreement creating or evidencing Senior Indebtedness and (ii) allocated for the payment of NotesSubordinated Securities, shall not be subject to the subordination provisions of this Article Ten11 or any applicable indenture supplemental hereto. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying and Conversion Agent (whether or not in trust) for the payment of principal Principal of or interest on any Notes Subordinated Securities shall be subject to the provisions of this Article Ten11 or any applicable indenture supplemental hereto; provided, howeverthat, that if prior to the second third Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) deposit the Trustee or such Paying and Conversion Agent shall not have received with respect to such assets deposit the written notice provided for in Section 10.0611.04, then the Trustee or such Paying and Conversion Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 Sections 8.1 and 8.02 8.2 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. X. Otherwise, any deposit of assets or securities by or on behalf of the Company LNR with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article TenX; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or premium, if any, or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0610.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company LNR or any Subsidiary or Affiliate of the Company LNR is acting as Paying Agent. Nothing contained in this Section 10.07 10.7 shall limit the right of the holders of Senior Debt Indebtedness to recover payments as contemplated by this Article Ten.X.

Application by Trustee of Assets Deposited with It. S. Legal Tender Money or U.S. Government Obligations (and the proceeds thereof) deposited in trust by the Guarantor with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 9.01, 9.02 or 9.03 shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent (i) the making of such deposit by the Guarantor shall not have been in contravention of any term or provision of any agreement creating or evidencing Guarantor Senior Indebtedness and (ii) allocated for the payment of Notesunder the Convertible Securities (pursuant to the Subordinated Guarantee), shall not be subject to the subordination provisions of this Article Ten12 or any applicable indenture supplemental hereto. Otherwise, any deposit of assets or securities by or on behalf of the Company Guarantor with the Trustee or any Paying and Conversion Agent (whether or not in trust) for the payment under the Subordinated Guarantee of principal Principal of or interest on any Notes the Convertible Securities shall be subject to the provisions of this Article TenSection 12.01 or any indenture supplemental hereto; provided, howeverthat, that if prior to the second third Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) deposit the Trustee or such Paying and Conversion Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.04, then the Trustee or such Paying and Conversion Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender Money or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 9.01, 9.02 or 9.03 shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent (i) the making of such deposit by the Company shall not have been in contravention of any term or provision of any agreement creating or evidencing Senior Indebtedness and (ii) allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article Ten10. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal Principal of or interest on any Notes Securities shall be subject to the provisions of this Article TenSections 11.01, 11.02, 11.03 and 11.04; provided, howeverthat, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal Principal of or interest on any NoteSecurities) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0611.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes Securities and, to the extent allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article Ten. X. Otherwise, any deposit of assets assets, property or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of Principal of, or interest on on, any Notes Securities shall be subject to the provisions of this Article TenX; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of Principal of, or interest on on, any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt Indebtedness to recover payments as contemplated by this Article Ten.X.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 9.2 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenFour. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes Securities shall be subject to the provisions of this Article TenFour; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or premium or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.064.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 4.7 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article TenFour.

Application by Trustee of Assets Deposited with It. S. Legal Tender Money or U.S. Government Obligations (and the proceeds thereof) deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 8.1, 8.2 or 8.3 shall be for the sole benefit of the Holders of the Notes and, to the extent (i) the making of such deposit by the Group Guarantor shall not have been in contravention of any term or provision of any agreement creating or evidencing Group Guarantor Senior Indebtedness and (ii) allocated for the payment of Notesunder the Securities (pursuant to the Group Guarantee), shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company Group Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment under the Group Guarantee of principal Principal of or interest on any Notes the Securities shall be subject to the provisions of this Article TenSections 12.1, 12.2, 12.3 and 12.4; provided, howeverthat, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal Principal of or interest on any NoteSecurities) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 ARTICLE THIRTEEN shall be for the sole benefit of the Holders of the Notes Securities of each series subject thereto and, to the extent allocated for the payment of Notessuch Securities, shall not be subject to the subordination provisions of this Article TenARTICLE FIFTEEN. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of the principal of or any premium or interest on any Notes Securities shall be subject to the provisions of this Article TenARTICLE FIFTEEN; providedPROVIDED, howeverHOWEVER, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either the principal of or any premium or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the Officers' Certificate or written notice provided for in Section 10.06SECTION 15.05, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article Right shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article TenTwelve; providedPROVIDED, howeverHOWEVER, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.06 shall limit the right of the holders of Guarantor Senior Debt Indebtedness to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the 121 - 113 - payment of Notes, shall not from and after the time of such deposit be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the any notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenThirteen. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenThirteen; provided, however, that if prior to the second Business Day -------- ------- preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0613.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 13.07 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article TenThirteen from any Holder.

Application by Trustee of Assets Deposited with It. S. Legal Tender or All money and U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, and shall not be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of premium, if any, or interest on any Notes shall be subject to the provisions of this Article Ten; providedprovided that, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing preceding sentence shall be construed solely for the benefit of the Trustee and each Paying Agent and shall not apply to otherwise affect the Paying Agent if the Company or any Subsidiary or Affiliate rights of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article TenIndebtedness.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not from and after the time of such deposit be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the any notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.this

Application by Trustee of Assets Deposited with It. S. Legal Tender dollars or U.S. Government Obligations Securities deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 Article VIII and 8.02 Article XI shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenXII. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article TenXII; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.5, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.6 shall limit the right of the holders of Senior Debt Indebtedness to recover payments as contemplated by this Article TenXII.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 Sections 9.1 and 8.02 9.2 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantee shall be subject to the provisions of this Article TenTwelve; provided, howeverPROVIDED, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.7 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article Eight shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; providedPROVIDED, howeverHOWEVER, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right rights of the holders of Senior Debt Indebtedness to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent the making of such deposit by the Company shall (i) not be in contravention of any term or provision of the Credit Agreement and (ii) be allocated for the payment of the Notes, shall not be subject to the subordination provisions of this Article TenXII. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying the Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article TenSections 12.1, 12.2, 12.3 and 12.4; provided, howeverthat, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenThirteen. Otherwise, any deposit of assets or securities by or on behalf of the Company a Subsidiary Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the 133 -125- provisions of this Article TenThirteen; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0613.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 13.07 shall limit the right of the holders of Guarantor Senior Debt Indebtedness to recover payments as contemplated by this Article TenThirteen.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 7.4 (including, without limitation, clause (a) thereof) shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenXV. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Securities shall be subject to the provisions of this Article TenXV; provided, however, provided that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0615.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes Noteholders and, to the extent (i) the making of such deposit by the Company shall not be in contravention of any term or provision of the Senior Bank Facility and (ii) allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenXII. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying the Agent (whether or not in trust) for the payment of principal of of, or premium, if any, or interest on any Notes shall be subject to the provisions of this Article TenSections 12.1, 12.2, 12.3 and 12.4; providedPROVIDED, howeverTHAT, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of, or premium, of any, or interest or Liquidated Damages on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes Securities and, to the extent allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article Ten. X. Otherwise, any deposit of assets assets, property or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of Principal of, or interest on on, any Notes Securities shall be subject to the provisions of this Article TenX; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of Principal of, or interest on on, any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt Indebtedness to recover payments as contemplated by this Article Ten.X.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 Sections 9.01 and 8.02 9.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee 118 -110- or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantee shall be subject to the provisions of this Article TenTwelve; provided, however, provided that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt Indebtedness to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes and, to the extent (i) the making of such deposit by the Company shall not be in contravention of any term or provisions the Credit Agreement or other Senior Debt and (ii) allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenXI. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any the Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article TenSections 11.1, 11.2, 11.3 and 11.4; providedprovided that, however, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0611.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Subsidiary Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenTwelve; provided, however, that if -------- ------- prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt Indebtedness to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited by the Company in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent (i) the making of such deposit did not, or after giving effect to such deposit does not, result in any contravention of any term or provision of the Revolver Agreement and (ii) allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenXI. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any the Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes Securities shall be subject to the provisions of this Article TenSections 11.1, 11.2, 11.3 and 11.4; providedPROVIDED that, however, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0611.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenTwelve; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Subsidiary Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenTwelve; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any an notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenTwelve; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 9.02 shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenFour. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes Securities shall be subject to the provisions of this Article TenFour; provided, however, provided that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.064.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date; provided, further, that no payment on any Guarantee shall constitute payment on behalf of the Company for purposes of this Section 4.07. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is 58 -49- acting as Paying Agent. Nothing contained in this Section 10.07 4.07 shall limit the right of the holders of Senior Debt Indebtedness to recover payments as contemplated by this Article TenFour.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.86 95

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 Sections 9.01 and 8.02 9.02 shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Subsidiary Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantee shall be subject to the provisions of this Article TenTwelve; provided, however, provided that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt Indebtedness to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes and, to the extent the making of such deposit by the Company shall (i) not be in contravention of any term or provision of the Credit Agreement and (ii) be allocated for the payment of the Notes, shall not be subject to the subordination provisions of this Article TenXII. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying the Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article TenSections 12.1, 12.2, 12.3 and 12.4; provided, howeverthat, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not from and after the time of such deposit be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the any notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender Cash or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 Sections 7.01 and 8.02 7.02 shall be for the sole benefit of the Holders of the Notes Securities and, to the extent allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article Ten11. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes Securities shall be subject to the provisions of this Article Ten11; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or premium, if any, or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0611.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 11.07 shall limit the right of the holders of Senior Debt Indebtedness to recover payments as contemplated by this Article Ten11.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Subsidiary Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenTwelve; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt Indebtedness to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent the making of such deposit by the Company shall (i) not be in contravention of any term or provision of the Credit Agreement and (ii) be allocated for the payment of the Notes, shall not be subject to the subordination provisions of this Article TenXII. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying the Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article TenSections 12.1, 12.2, 12.3 and 12.4; provided, howeverthat, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.100

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations 110 Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes and, to the extent (i) the making of such deposit by the Company shall not be in contravention of any term or provision of the Credit Agreement or the Canadian Credit Agreement or other Senior Debt and (ii) allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenXI. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying the Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article TenSections 11.1, 11.2, 11.3 and 11.4; providedprovided that, however, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0611.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not from and after the time of such deposit be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenTwelve; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the any notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not from and after the time of such deposit be subject to the subordination provisions of this Article TenThirteen. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenThirteen; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the any notice provided for in Section 10.0613.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 13.07 shall limit the right of the holders of Senior Debt incurred by a Guarantor to recover payments as contemplated by this Article TenThirteen.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; provided, however, that if prior to the -------- ------- second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments from any Holder as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not from and after the time of such deposit be subject to the subordination provisions of this Article TenThirteen. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenThirteen; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the any notice provided for in Section 10.0613.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 13.07 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article TenThirteen.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 Sections 9.1 and 8.02 9.2 shall be for the sole benefit of the Holders of the Notes Securities and, to the extent allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenTwelve or Article Four. Otherwise, any deposit of assets or securities by or on behalf of the Company a Subsidiary Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall the Guarantees shal l be subject to the provisions provisional signs of this Article TenTwelve; provided, however, that if prior to the second Business Day preceding the date -------- ------- on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.7 shall limit the right of the holders of Guarantor Senior Debt Indebtedness to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. Legal Tender or All money and U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, Holder and shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of any Subsidiary Guarantor pursuant to the Company Guarantees with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes Securities shall be subject to the provisions of this Article TenTwelve; providedprovided that, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing preceding sentence shall be construed solely for the benefit of the Trustee and each Paying Agent and shall not apply to otherwise affect the Paying Agent if the Company or any Subsidiary or Affiliate rights of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.Indebtedness,

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 9.2 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenFour. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes Securities shall be subject to the provisions of this Article TenFour; providedPROVIDED, howeverHOWEVER, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or premium or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.064.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date; PROVIDED, FURTHER, that no payment on any Guarantee shall constitute payment on behalf of the Company for purposes of this Section 4.7. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 4.7 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article TenFour.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenTwelve; provided, however, that if prior to the second third Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or Tender, U.S. Government Obligations Obligations, Principal Shares or Interest Shares deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenIX. Otherwise, any deposit of assets assets, property or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of Principal of, or interest on on, any Notes shall be subject to the provisions of this Article TenIX; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, including the payment of either principal of Principal of, or interest on on, any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.069.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 9.07 shall limit the right of the holders of Senior Debt Indebtedness to recover payments as contemplated by this Article TenIX.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; provided, however, that if prior to the second third Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article TenThirteen. Otherwise, any deposit of assets or securities by or on behalf of the Company a Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes the Guarantees shall be subject to the provisions of this Article TenThirteen; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent 115 -108- shall not have received with respect to such assets the notice provided for in Section 10.0613.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 13.07 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article TenThirteen from any Holder.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 Sections 9.01 and 8.02 9.02 shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenTwelve. Otherwise, any deposit of assets or securities by or on behalf of the Company a Subsidiary Guarantor with the Trustee or any Paying Agent (whether or not in trust) for payment 117 -109- of the payment of principal of or interest on any Notes Guarantee shall be subject to the provisions of this Article TenTwelve; provided, however, provided that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 12.07 shall limit the right of the holders of Guarantor Senior Debt Indebtedness to recover payments as contemplated by this Article TenTwelve.

Application by Trustee of Assets Deposited with It. S. Legal Tender Money or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 9.01, 9.02 or 9.03 shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent (i) the making of such deposit by the Guarantor shall not have been in contravention of any term or provision of any agreement creating or evidencing Guarantor Senior Indebtedness and (ii) allocated for the payment of Notesunder the Securities (pursuant to the Guarantee), shall not be subject to the subordination provisions of this Article Ten12. Otherwise, any deposit of assets or securities by or on behalf of the Company Guarantor with the Trustee or any Paying Agent (whether or not in trust) for the payment under the Guarantee of principal Principal of or interest on any Notes the Securities shall be subject to the provisions of this Article TenSections 12.01, 12.02, 12.03 and 12.04; providedPROVIDED, howeverthat, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal Principal of or interest on any NoteSecurities) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent (i) the making of such deposit by the Company shall not be in contravention of any term or provision of the Credit Agreement or other Designated Senior Debt and (ii) allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenXII. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying the Agent (whether or not in trust) for the payment of principal of or interest on any Notes Securities shall be subject to the provisions of this Article TenSections 12.1, 12.2, 12.3 and 12.4; providedprovided that, however, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 8.1 shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent (i) the making of such deposit by the Company shall not have been in contravention of any term or provision of any agreement creating or evidencing Senior Indebtedness and (ii) allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal Principal of or interest on any Notes shall be subject to the provisions of this Article TenSections 10.1, 10.2, 10.3 and 10.4; provided, howeverthat, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal Principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0610.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; provided, however, that if prior -------- ------- to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt Indebtedness to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes and, to the extent the making of such deposit by the Company shall (i) not be in contravention of any term or provision of the Credit Agreement and (ii) be allocated for the payment of the Notes, shall not be subject to the subordination provisions of this Article TenXI. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any the Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article TenSections 11.1, 11.2, 11.3, 11.4 and 11.5; provided, howeverthat, that if prior to the second two Business Day Days preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0611.7, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. Legal Tender or U.S. Government Obligations Amounts deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 and 8.02 Article VIII shall be for the sole benefit of the Holders of the Notes Securityholders and, to the extent (i) the making of such deposit by the Company shall not be in contravention of any term or provision of the New Credit Facility or other Designated Senior Debt and (ii) allocated for the payment of NotesSecurities, shall not be subject to the subordination provisions of this Article TenXII. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying the Agent (whether or not in trust) for the payment of principal of or interest on any Notes Securities shall be subject to the provisions of this Article TenSections 12.1, 12.2, 12.3 and 12.4; providedprovided that, however, that if prior to the second one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, including without limitation, the payment of either principal of or interest on any NoteSecurity) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.0612.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article Ten.

Application by Trustee of Assets Deposited with It. S. U.S. Legal Tender or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section Sections 8.01 and 8.02 shall be for the sole benefit of the Holders of the Notes and, to the extent allocated for the payment of Notes, shall not be subject to the subordination provisions of this Article Ten. Otherwise, any deposit of assets or securities by or on behalf of the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of this Article Ten; provided, however, that if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the notice provided for in Section 10.06, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary received by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing contained in this Section 10.07 shall limit the right of the holders of Senior Debt to recover payments from any Holder as contemplated by this Article Ten.