Common use of Turnover of Payments Clause in Contracts

Turnover of Payments. In the event that (a) any payment or distribution shall be paid to or collected or received by any holder of this Note in contravention of any of the terms of this Section 3 and prior to the payment in full, in cash or cash equivalents, of the Senior Debt at the time outstanding, and (b) any holder of such Senior Debt shall have notified the holder of this Note, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Section 3, then and in any such event such holder of this Note will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents to the holders of such Senior Debt and, until so delivered the same shall be held in trust by such holder of this Note as the property of the holders of such Senior Debt. If after any amount is delivered to the holders of Senior Debt pursuant to this Section 3.6 and (i) the holder of this Note shall be required by an order or judgment of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) to the holders of Senior Debt, or (ii) the outstanding Senior Debt shall thereafter be paid in full, in cash or cash equivalents, without giving effect to such delivery made pursuant to this Section 3.6, then, in either case, the holders of Senior Debt shall return to such holder of this Note any amount equal to the amount delivered to such holders of Senior Debt pursuant to this Section 3.6, so long as (in the case of the immediately preceding clause (ii) only) after the return of such amount the Senior Debt shall remain paid in full, in cash or cash equivalents. For purposes of clause (i) of the immediately preceding sentence, if less than all of the Avoided Payment was paid over to the holders of Senior Debt and the holder of this Note is able to satisfy its obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Debt, the holders of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount actually required by the holder(s) of this Note to satisfy its obligations.

Turnover of Payments. In the event that(a) If: (ai) any payment or distribution shall be paid to or collected or received by any holder holders of this Note Subordinated Debt in contravention of any of the terms of this Section 3 Article 13 and prior to the payment in full, full in cash or cash equivalents, of the Senior Debt Financing or the Senior Term C Loans at the time outstanding, ; and (bii) any holder of such Agent or the Senior Debt Agent shall have notified the holder such holders of this NoteSubordinated Debt, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Section 3, Article 13; then and in any such event such holder holders of this Note Subordinated Debt will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt Financing or Senior Term C Loans in fullfull in cash, in cash or cash equivalents to the holders of such Senior Debt Financing or Senior Term C Loans and, until so delivered delivered, the same shall be held in trust by such holder holders of this Note Subordinated Debt as the property of the holders of such Senior DebtFinancing or Senior Term C Loans. If after any amount is delivered pursuant to this Section 13.9(a), whether or not such amounts have been applied to the payment of Senior Financing or the Senior Term C Loans, and the outstanding Senior Financing or the Senior Term C Loans shall thereafter be paid in full in cash by the Company or otherwise other than pursuant to this Section 13.9(a), the holders of Senior Financing or the Senior Term C Loans shall return to such holders of Subordinated Debt an amount equal to the amount delivered to such holders of Senior Financing or the Senior Term C Loans pursuant to this Section 13.9(a). Any optional prepayment made in respect of the Subordinated Debt that violates this Agreement shall also be subject to this Section 13.9(a). (b) If: (i) any payment or distribution shall be collected or received by any holders of Junior Subordinated Notes in contravention of any of the terms of this Article 13 and prior to the payment in full in cash of the Senior Subordinated Notes at the time outstanding; and (ii) the Agent shall have notified such holders of Junior Subordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article 13; then such holders of Junior Subordinated Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Subordinated Notes in full in cash, to the holders of such Senior Subordinated Notes and, until so delivered, the same shall be held in trust by such holders of Junior Subordinated Notes as the property of the holders of such Senior Subordinated Notes. If after any amount is delivered to the holders of Senior Debt Subordinated Notes pursuant to this Section 3.6 and (i) the holder of this Note shall be required by an order 13.9(b), whether or judgment of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) not such amounts have been applied to the holders payment of Senior DebtSubordinated Notes, or (ii) and the outstanding Senior Debt Subordinated Notes shall thereafter be paid in full, full in cash by the Company or cash equivalents, without giving effect to such delivery made otherwise other than pursuant to this Section 3.6, then, in either case13.9(b), the holders of Senior Debt Subordinated Notes shall return to such holder holders of this Note any Junior Subordinated Notes an amount equal to the amount delivered to such holders of Senior Debt Subordinated Notes pursuant to this Section 3.6, so long as (in the case of the immediately preceding clause (ii) only) after the return of such amount the Senior Debt shall remain paid in full, in cash or cash equivalents. For purposes of clause (i) of the immediately preceding sentence, if less than all of the Avoided Payment was paid over to the holders of Senior Debt and the holder of this Note is able to satisfy its obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Debt, the holders of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount actually required by the holder(s) of this Note to satisfy its obligations13.9(b).

Turnover of Payments. In the event that (a) If any payment (whether made in cash, securities or distribution shall be paid to or collected or other property) is received by any holder Contributing Creditor from any Subsidiary Guarantor on account of this Note the Contributing Indebtedness (including any payment in contravention any Insolvency or Liquidation Proceeding received on account of any of the terms of this Section 3 and Guarantee) at any time prior to the payment Payment in full, in cash or cash equivalents, Full of the Senior Debt at the time outstandingCredit Agreement Indebtedness, and (b) such payment shall not be commingled with any holder asset of such Senior Debt shall have notified the holder of this NoteContributing Creditor, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Section 3, then and in any such event such holder of this Note will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents to the holders of such Senior Debt and, until so delivered the same shall be held in trust by such holder Contributing Creditor for the benefit of the Secured Parties and shall be applied as follows: (a) any portion of such payment representing Collateral or proceeds of Collateral shall be distributed as follows: first, to the Agent, for the benefit of the Secured Parties, for application (in accordance with the Credit Agreement) to the payment of the Credit Agreement Indebtedness then remaining unpaid, until the Credit Agreement Indebtedness is Paid in Full and second, to the Contributing Agents, for the benefit of the Contributing Creditors, to the payment of the Contributing Indebtedness (on a pro rata basis in accordance with the outstanding amounts of Contributing Indebtedness under the various Contributing Indebtedness Documents) in accordance with the terms of the Contributing Indebtedness Documents; and (b) any portion of such payment not representing Collateral or proceeds of Collateral shall be distributed to the Agent, for the benefit of the Secured Parties, and the Contributing Agents, for the benefit of the Contributing Creditors, on a pro rata basis in accordance with the outstanding amounts of Credit Agreement Indebtedness and Contributing Indebtedness for application (in accordance with the Credit Agreement and the Contributing Indebtedness Documents) to the payment of the Credit Agreement Indebtedness and Contributing Indebtedness then remaining unpaid. Without limiting the generality of the foregoing, if any Contributing Agent receives any payment that the other Contributing Creditors would not be entitled to retain in accordance with the foregoing, such Contributing Agent shall not distribute such payment to such other Contributing Creditors, but shall instead pay it over to the Agent as described above. Notwithstanding anything to the contrary in this Note Agreement, each Contributing Agent shall retain all rights to payment of its fees and expenses, and the priority with respect thereto, in accordance with the provisions of the applicable Contributing Indebtedness Documents. Determinations as to whether a payment or any portion thereof represents Collateral or proceeds of Collateral shall be made by the property Agent in its reasonable judgment. For the avoidance of doubt, nothing in this Section 2 shall prevent the holders of such Senior DebtContributing Indebtedness from receiving amounts paid from the Borrower as a result of any distribution from the Subsidiary Guarantors that is not directly or indirectly in connection with the enforcement of any Guarantee or an Insolvency or Liquidation Proceeding. If after Each holder of a Note or any amount is delivered other Contributing Indebtedness, by purchasing or accepting a Note issued pursuant to the holders Indenture or any other Contributing Indebtedness Documents will automatically be bound by the provisions of Senior Debt pursuant to this Section 3.6 2 and (i) the holder other provisions of this Note Agreement. In furtherance of the foregoing, the Indenture, the Bridge Loan Agreement, the Guarantees and any other applicable Contributing Indebtedness Documents shall be required by an order or judgment contain a legend to substantially the following effect: “The terms of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) this agreement are subject to the holders of Senior Debt, or (ii) the outstanding Senior Debt shall thereafter be paid in full, in cash or cash equivalents, without giving effect to such delivery made pursuant to this Section 3.6, then, in either case, the holders of Senior Debt shall return to such holder of this Note any amount equal to the amount delivered to such holders of Senior Debt pursuant to this Section 3.6, so long as (in the case terms of the immediately preceding clause (ii) only) after the return Intercreditor Agreement, dated as of such amount the Senior Debt shall remain paid in fullJanuary 28, in cash or cash equivalents. For purposes 2008, by and among Bank of clause (i) of the immediately preceding sentenceAmerica, if less than all of the Avoided Payment was paid over to the holders of Senior Debt N.A., U.S. Bank National Association, Citibank, N.A. and the holder of this Note is able other parties thereto from time to satisfy its obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Debt, the holders of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount actually required by the holder(s) of this Note to satisfy its obligationstime.”

Turnover of Payments. In the event that(a) If: (ai) any payment or distribution shall be paid to or collected or received by any holder holders of this Note Subordinated Notes in contravention of any of the terms of this Section 3 Article 13 and prior to the payment in full, full in cash or cash equivalents, of the Senior Debt Loans at the time outstanding, ; and (bii) any holder of such Senior Debt the Agent shall have notified the holder such holders of this NoteSubordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Section 3, Article 13; then and in any such event such holder holders of this Note Subordinated Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt Loans in fullfull in cash, in cash or cash equivalents to the holders of such Senior Debt Loans and, until so delivered delivered, the same shall be held in trust by such holder holders of this Note Subordinated Notes as the property of the holders of such Senior DebtLoans. If after any amount is delivered pursuant to this Section 13.8(a), whether or not such amounts have been applied to the payment of the Senior Loans, and the outstanding Senior Loans shall thereafter be paid in full in cash by the Loan Parties or otherwise other than pursuant to this Section 13.8(a), the holders of Senior Loans shall return to such holders of Subordinated Notes an amount equal to the amount delivered to such holders of Senior Loans pursuant to this Section 13.8(a). Any optional prepayment made in respect of the Subordinated Notes that violates this Agreement shall also be subject to this Section 13.8(a). (b) If: (i) any payment or distribution shall be collected or received by any holders of Junior Subordinated Notes in contravention of any of the terms of this Article 13 and prior to the payment in full in cash of the Senior Subordinated Notes at the time outstanding; and (ii) the Agent shall have notified such holders of Junior Subordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article 13; then such holders of Junior Subordinated Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Subordinated Notes in full in cash, to the holders of such Senior Subordinated Notes and, until so delivered, the same shall be held in trust by such holders of Junior Subordinated Notes as the property of the holders of such Senior Subordinated Notes. If after any amount is delivered to the holders of Senior Debt Subordinated Notes pursuant to this Section 3.6 and (i) the holder of this Note shall be required by an order 13.8(b), whether or judgment of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) not such amounts have been applied to the holders payment of Senior DebtSubordinated Notes, or (ii) and the outstanding Senior Debt Subordinated Notes shall thereafter be paid in full, full in cash by the Loan Parties or cash equivalents, without giving effect to such delivery made otherwise other than pursuant to this Section 3.6, then, in either case13.8(b), the holders of Senior Debt Subordinated Notes shall return to such holder holders of this Note any Junior Subordinated Notes an amount equal to the amount delivered to such holders of Senior Debt Subordinated Notes pursuant to this Section 3.6, so long as (13.8(b). Any optional prepayment made in the case respect of the immediately preceding clause (ii) only) after the return of such amount the Senior Debt Junior Subordinated Notes that violates this Agreement shall remain paid in full, in cash or cash equivalents. For purposes of clause (i) of the immediately preceding sentence, if less than all of the Avoided Payment was paid over also be subject to the holders of Senior Debt and the holder of this Note is able to satisfy its obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Debt, the holders of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount actually required by the holder(s) of this Note to satisfy its obligationsSection 13.8(b).

Turnover of Payments. In If any payment, distribution or security or the event that (a) proceeds of any payment or distribution thereof, shall be paid to or collected or received by any holder of this Note Junior Lender or any Convertible Junior PIK Lender in contravention of any of the terms of this Section 3 and prior Agreement, then, subject to this Agreement, the payment in fullholder thereof will forthwith deliver such payment, in cash distribution, security or cash equivalentsproceeds to Agent, of to be applied by Agent to permanently repay the Senior Debt at Loans or the time outstandingJunior Loans, and (b) any holder of such as applicable. If the Senior Debt Loans shall have notified the holder of this Note, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Section 3, then and in any such event such holder of this Note will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents to the holders of such Senior Debt and, until so delivered the same shall be held in trust by such holder of this Note as the property of the holders of such Senior Debt. If after any amount is delivered to the holders of Senior Debt pursuant to this Section 3.6 and (i) the holder of this Note shall be required by an order or judgment of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) to the holders of Senior Debt, or (ii) the outstanding Senior Debt shall thereafter be been paid in full, in cash or cash equivalentsthen the Senior Lenders shall pay to Agent, without giving effect to such delivery made pursuant to this Section 3.6on behalf of the Junior Lenders, then, in either case, the holders of Senior Debt shall return to such holder of this Note any amount equal in excess thereof that the Junior Lenders would have been entitled to but for the amount delivered to such holders of Senior Debt pursuant to this Section 3.6, so long as (in the case of the immediately preceding clause (ii) only) after the return of such amount the Senior Debt shall remain paid in full, in cash or cash equivalents. For purposes of clause (i) application of the immediately preceding sentence, if less than all but solely to the extent any such amount was actually received by the Senior Lenders and Agent shall apply such amount in accordance with this Agreement. If the Junior Loans shall have been paid in full, then the Junior Lenders shall pay to Agent, on behalf of the Avoided Payment was paid over Convertible Junior PIK Lenders, any amount in excess thereof that the Convertible Junior PIK Lenders would have been entitled to but for the application of the immediately preceding sentence, but solely to the holders of Senior Debt and the holder of this Note is able to satisfy its obligations under extent any such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Debt, the holders of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount was actually required received by the holder(sJunior Lenders and Agent shall apply such amount in accordance with this Agreement. If any turnover pursuant to this Section 10.7 is required as a result of a reinstatement of any Senior Loans and an avoidance, disgorgement or turnover obligation of any Senior Lender by a court in any Proceeding or otherwise, no Junior Lender shall be obligated to make such turnover unless it has received written demand to do so by such Senior Lender or Agent within ninety (90) days of such reinstatement. If any turnover pursuant to this Note Section 10.7 is required as a result of a reinstatement of any Junior Loans and an avoidance, disgorgement or turnover obligation of any Junior Lender by a court in any Proceeding or otherwise, no Convertible Junior PIK Lender shall be obligated to satisfy its obligationsmake such turnover unless it has received written demand to do so by such Junior Lender or Agent within ninety (90) days of such reinstatement.

Turnover of Payments. In the event that (a) any payment or distribution shall be paid to or collected or received by any holder holders of this Note Subordinated Debt in contravention of any of the terms of this Section 3 8 and prior to the payment in full, in cash or cash equivalents, of the Senior Debt at the time outstanding, and (b) any holder of such Senior Debt shall have notified the holder such holders of this NoteSubordinated Debt, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Section 38, then and in any such event such holder holders of this Note Subordinated Debt will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents equivalents, to the holders of such Senior Debt and, until so delivered delivered, the same shall be held in trust by such holder holders of this Note Subordinated Debt as the property Property of the holders of such Senior Debt. If after any amount is delivered to the holders of Senior Debt pursuant to this Section 3.6 8.6 and (i) the holder holders of this Note Subordinated Debt shall be required by an order or judgment of a court of competent jurisdiction to return disgorge a payment (the "Avoided PaymentAVOIDED PAYMENT") received by them and so paid over (in whole or in part) to the holders of Senior Debt, or (ii) the outstanding Senior Debt shall thereafter be paid in full, in cash or cash equivalents, without giving effect to such delivery made pursuant to this Section 3.68.6, then, in either case, the holders of Senior Debt shall return to such holder holders of this Note any Subordinated Debt an amount equal to the amount delivered to such holders of Senior Debt pursuant to this Section 3.68.6, so long as (in the case of the immediately preceding clause (ii) only) after the return of such amount the Senior Debt shall remain paid in full, in cash or cash equivalents. For purposes of clause (i) of the immediately preceding sentence, if less than all of the Avoided Payment was paid over to the holders of Senior Debt and the holder holders of this Note is Subordinated Debt are able to satisfy its their obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Debt, the holders of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount actually required by the holder(s) holders of this Note the Subordinated Debt to satisfy its their obligations.

Turnover of Payments. In the event that (a) If any payment or distribution shall be paid to or collected or received by any holder holders of this Subordinated Note Debt in contravention of any of the terms of this Section 3 and prior to the payment in full, in cash 11 or cash equivalents, of the Senior Debt at the time outstanding, and (b) any holder of such Senior Debt shall have notified the holder of this Note, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Section 312.13, then and in any such event such holder holders of this Subordinated Note Debt will promptly deliver such payment or distribution, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents to (i) at any time prior to the Payment-in-Full of the Senior Credit Agreement Obligations, the Senior Credit Agreement Holders, and (ii) at any time after the Payment-in-Full of the Senior Credit Agreement Obligations, the holders of such the Senior Debt Debt, and, until so delivered delivered, the same shall be held in trust by such holder holders of this Subordinated Note Debt as the property of the holders of such Senior Debt. If after any amount is delivered to the holders of Senior Debt pursuant to this Section 3.6 and (i) the holder 11.6, regardless of this Note shall be required by an order or judgment of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) whether such amounts have been applied to the holders payment of Senior Debt, or (ii) and the outstanding Senior Debt shall thereafter be paid in full, in cash or cash equivalents, without giving effect to such delivery made pursuant to this Section 3.6, then, in either casePaid-in-Full, the holders of Senior Debt shall return to such holder holders of this Subordinated Note any Debt an amount equal to the amount delivered to such holders of Senior Debt pursuant to this Section 3.611.6, so long as (in the case of the immediately preceding clause (ii) only) after the return of such amount amounts the Senior Debt shall remain paid in full, in cash or cash equivalents. For purposes of clause Paid-in-Full. (ib) of the immediately preceding sentence, if less than all of the Avoided Payment was paid over No Note Holder shall be required to the holders of Senior Debt and the holder of this Note is able to satisfy its obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over turnover to the holders of the Senior DebtDebt pursuant to this Section 11.6, any payments or distributions collected or received by such Note Holder prior to delivery to the holders Note Holders of written notice of the occurrence of a Senior Debt Nonpayment Default in accordance with Section 16.1; provided that this clause (b) shall not be required applicable to return the extent any portion such covenant or distribution was received or collected at any time a Senior Payment Default exists or is in violation of the Avoided Payment in excess of the amount actually required by the holder(s) of this Note to satisfy its obligationsSection 11.3 or Section 11.5.

Turnover of Payments. In the event that If (ai) any payment or distribution shall be paid to or collected or received by any the holder of this Note the Permitted Subordinated Debt in contravention of any of the terms of this Section 3 hereof and prior to the payment in full, full in cash or cash equivalents, equivalents of the Senior Debt all Bonds at the time outstanding, and outstanding and (bii) any holder of such Senior Debt Bonds (or any authorized agent thereof) shall have notified the holder of this Note, within one hundred eighty (180) days of any such payment or distribution, the Permitted Subordinated Debt of the facts by reason of which such collection or receipt so contravenes this Section 3the subordination provisions hereto, then and in any such event such the holder of this Note the Permitted Subordinated Debt will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt Bonds in full, in cash or cash equivalents to the holders of such Senior Debt and, until so delivered the same shall be held in trust by such holder of this Note as the property of the holders of such Senior Debt. If after any amount is delivered to the holders of Senior Debt pursuant to this Section 3.6 and (i) the holder of this Note shall be required by an order or judgment of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) to the holders of Senior Debt, or (ii) the outstanding Senior Debt shall thereafter be paid in full, full in cash or cash equivalents, without giving effect to such delivery made pursuant to this Section 3.6the Trustee, then, in either case, for the benefit of the holders of Senior the Bonds, in the form received, and until so delivered, the same shall be held by the holder of the Permitted Subordinated Debt in trust for the holders of the Bonds and shall not be commingled with other funds or property of the holder of the Permitted Subordinated Debt. No Prejudice or Impairment. No present or future holder of any Bonds shall be prejudiced in the right to enforce subordination of the Permitted Subordinated Debt by any act or failure to act on the part of Jefferson. Nothing contained herein shall impair, as between Jefferson and the holder of the Permitted Subordinated Debt, the obligation of Jefferson to pay to the holder hereof the principal hereof and premium, if any, and interest hereon as and when the same shall become due and payable in accordance with the terms hereof, or, except as provided herein, prevent the holder of the Permitted Subordinated Debt from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon the happening of an event of default in respect of the Permitted Subordinated Debt, all subject to the rights of the holders of Bonds as provided in this Section to receive cash, securities or other property otherwise payable or deliverable to the holder of the Permitted Subordinated Debt directly or indirectly by Jefferson from any source whatsoever. Payment of Bonds, Subrogation, etc. Upon the payment in full in cash or cash equivalents of all Bonds, the holder of the Permitted Subordinated Debt shall return be subrogated to such holder all rights of this Note any amount equal to the amount delivered to such holders of Senior Debt pursuant such Bonds to this Section 3.6, so long as (in receive any further payments or distributions applicable to Bonds until the case of the immediately preceding clause (ii) only) after the return of such amount the Senior Permitted Subordinated Debt shall remain have been paid in full, full in cash or cash equivalents. For , and, for the purposes of clause (i) of the immediately preceding sentencesuch subrogation, if less than all of the Avoided Payment was paid over to no payment or distribution received by the holders of Senior Bonds of cash, securities, or other property to which the holder of the Permitted Subordinated Debt would have been entitled except for this Section shall, as between Jefferson and its creditors other than the holders of Bonds, on the one hand, and the holder of this Note is able to satisfy its obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Permitted Subordinated Debt, on the holders other hand, be deemed to be a payment or distribution by Jefferson on account of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount actually required by the holder(s) of this Note to satisfy its obligationsBonds.

Turnover of Payments. In the event that (a) If any payment or distribution shall be paid to or collected or received by any holder holders of this Subordinated Note Debt in contravention of any of the terms of this Section 3 and prior to the payment in full, in cash 1 or cash equivalents, of the Senior Debt at the time outstanding, and (b) any holder of such Senior Debt shall have notified the holder of this Note, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Section 32.[_], then and in any such event such holder holders of this Subordinated Note Debt will promptly deliver such payment or distribution, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents to (i) at any time prior to the Payment-in-Full of the Senior Credit Agreement Obligations, the Senior Credit Agreement Holders, and (ii) at any time after the Payment-in-Full of the Senior Credit Agreement Obligations, the holders of such the Senior Debt Debt, and, until so delivered delivered, the same shall be held in trust by such holder holders of this Subordinated Note Debt as the property of the holders of such Senior Debt. If after any amount is delivered to the holders of Senior Debt pursuant to this Section 3.6 and (i) the holder 1.6, regardless of this Note shall be required by an order or judgment of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) whether such amounts have been applied to the holders payment of Senior Debt, or (ii) and the outstanding Senior Debt shall thereafter be paid in full, in cash or cash equivalents, without giving effect to such delivery made pursuant to this Section 3.6, then, in either caseindefeasibly Paid-in-Full, the holders of Senior Debt shall return to such holder holders of this Subordinated Note any Debt an amount equal to the amount delivered to such holders of Senior Debt pursuant to this Section 3.61.6, so long as (in the case of the immediately preceding clause (ii) only) after the return of such amount amounts the Senior Debt shall remain paid in full, in cash or cash equivalents. For purposes of clause Paid-in-Full. (ib) of the immediately preceding sentence, if less than all of the Avoided Payment was paid over No Note Holder shall be required to the holders of Senior Debt and the holder of this Note is able to satisfy its obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over turnover to the holders of the Senior DebtDebt pursuant to this Section 1.6, any payments or distributions collected or received by such Note Holder prior to delivery to the holders Note Holders of written notice of the occurrence of a Senior Debt Nonpayment Default in accordance with [reference notices section], provided that this clause (b) shall not be required applicable to return the extent any portion such payment or distribution was received or collected at any time a Senior Payment Default exists or in violation of the Avoided Payment in excess of the amount actually required by the holder(s) of this Note to satisfy its obligationsSection 1.3 or Section 1.5.

Turnover of Payments. In the event that(a) If: (ai) any payment or distribution shall be paid to or collected or received by any holder holders of this Note Subordinated Debt in contravention of any of the terms of this Section 3 Article 13 and prior to the payment in full, full in cash or cash equivalents, of the Senior Debt Financing or the Senior Term Loans at the time outstanding, ; and (bii) any holder of such Agent or the Senior Debt Agent shall have notified the holder such holders of this NoteSubordinated Debt, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Section 3, Article 13; then and in any such event such holder holders of this Note Subordinated Debt will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt Financing or Senior Term Loans in fullfull in cash, in cash or cash equivalents to the holders of such Senior Debt Financing or Senior Term Loans and, until so delivered delivered, the same shall be held in trust by such holder holders of this Note Subordinated Debt as the property of the holders of such Senior DebtFinancing or Senior Term Loans. If after any amount is delivered pursuant to this Section 13.9(a), whether or not such amounts have been applied to the payment of Senior Financing or the Senior Term Loans, and the outstanding Senior Financing or the Senior Term Loans shall thereafter be paid in full in cash by the Company or otherwise other than pursuant to this Section 13.9(a), the holders of Senior Financing or the Senior Term Loans shall return to such holders of Subordinated Debt an amount equal to the amount delivered to such holders of Senior Financing or the Senior Term Loans pursuant to this Section 13.9(a). Any optional prepayment made in respect of the Subordinated Debt that violates this Agreement or the Senior Credit Agreement shall also be subject to this Section 13.9(a). (b) If: (i) any payment or distribution shall be collected or received by any holders of Junior Subordinated Notes in contravention of any of the terms of this Article 13 and prior to the payment in full in cash of the Senior Subordinated Notes at the time outstanding; and (ii) the Agent shall have notified such holders of Junior Subordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article 13; then such holders of Junior Subordinated Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Subordinated Notes in full in cash, to the holders of such Senior Subordinated Notes and, until so delivered, the same shall be held in trust by such holders of Junior Subordinated Notes as the property of the holders of such Senior Subordinated Notes. If after any amount is delivered to the holders of Senior Debt Subordinated Notes pursuant to this Section 3.6 and (i) the holder of this Note shall be required by an order 13.9(b), whether or judgment of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) not such amounts have been applied to the holders payment of Senior DebtSubordinated Notes, or (ii) and the outstanding Senior Debt Subordinated Notes shall thereafter be paid in full, full in cash by the Company or cash equivalents, without giving effect to such delivery made otherwise other than pursuant to this Section 3.6, then, in either case13.9(b), the holders of Senior Debt Subordinated Notes shall return to such holder holders of this Note any Junior Subordinated Notes an amount equal to the amount delivered to such holders of Senior Debt Subordinated Notes pursuant to this Section 3.6, so long as (in the case of the immediately preceding clause (ii) only) after the return of such amount the Senior Debt shall remain paid in full, in cash or cash equivalents. For purposes of clause (i) of the immediately preceding sentence, if less than all of the Avoided Payment was paid over to the holders of Senior Debt and the holder of this Note is able to satisfy its obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Debt, the holders of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount actually required by the holder(s) of this Note to satisfy its obligations13.9(b).

Turnover of Payments. In the event thatIf: (ai) any payment or distribution shall be paid to or collected or received by any holder holders of this Note Junior Subordinated Notes in contravention of any of the terms of this Section 3 Article 10 and prior to the payment in full, full in cash or cash equivalents, of the Senior Debt Subordinated Notes at the time outstanding, ; and (bii) any holder of such Senior Debt the Agent shall have notified the holder such holders of this NoteJunior Subordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Section 3, Article 10; then and in any such event such holder holders of this Note will Junior Subordinated Notes shall deliver such payment or distribution, to the extent necessary to pay all such Senior Debt Subordinated Notes in fullfull in cash, in cash or cash equivalents to the holders of such Senior Debt Subordinated Notes and, until so delivered delivered, the same shall be held in trust by such holder holders of this Note Junior Subordinated Notes as the property of the holders of such Senior DebtSubordinated Notes. If after any amount is delivered to the holders of Senior Debt Subordinated Notes pursuant to this Section 3.6 and (i) the holder of this Note shall be required by an order 10.7, whether or judgment of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) not such amounts have been applied to the holders payment of Senior DebtSubordinated Notes, or (ii) and the outstanding Senior Debt Subordinated Notes shall thereafter be paid in full, full in cash by the Loan Parties or cash equivalents, without giving effect to such delivery made otherwise other than pursuant to this Section 3.6, then, in either case10.7, the holders of Senior Debt Subordinated Notes shall return to such holder holders of this Note any Junior Subordinated Notes an amount equal to the amount delivered to such holders of Senior Debt Subordinated Notes pursuant to this Section 3.6, so long as (in the case of the immediately preceding clause (ii) only) after the return of such amount the Senior Debt shall remain paid in full, in cash or cash equivalents. For purposes of clause (i) of the immediately preceding sentence, if less than all of the Avoided Payment was paid over to the holders of Senior Debt and the holder of this Note is able to satisfy its obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Debt, the holders of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount actually required by the holder(s) of this Note to satisfy its obligations10.7.

Turnover of Payments. In If any payment, distribution or security -------------------- (except in the event that (a) case of SECTION 7.3, securities which are subordinate and junior in right of payment of Senior Debt at least to the extent provided in this SECTION 7), or the proceeds of any payment or distribution thereof shall be paid to or collected or received by any the holder of this Note any Junior Debt in contravention of any of the terms of this Section 3 SECTION 7, the holder thereof will receive such payment, distribution or security or the proceeds thereof in trust for the holders of Senior Debt and prior to the payment in fullshall forthwith deliver such payment, distribution, security or proceeds, in cash the form in which it was received, together with such endorsements or cash equivalents, of the Senior Debt at the time outstanding, and (b) any holder of documents as is necessary for such Senior Debt shall have notified the holder of this Note, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Section 3, then and in any such event such holder of this Note will deliver such payment or distributiontransfer, to the extent necessary to pay all such Senior Debt of the applicable Obligor in full, to the holder or holders of such Senior Debt in cash order of seniority and then ratably, according to the respective amounts of such Senior Debt held by each such holder to the extent they are of equal seniority; provided, however, that if any holder of Senior Debt objects in writing to any -------- ------ such payment based upon a claim of different seniority, then such holder of Junior Debt shall deposit such amount with any court of proper jurisdiction, for determination by such court as to the proper application thereof. If at the time any payment, distribution, security or cash equivalents proceeds are delivered to the holders of such Senior Debt andpursuant to this Section and such Senior Debt then due and payable is less than the amount of such payment, until distribution, security or proceeds, only the amount so delivered the same due and payable shall be held in trust by such holder of this Note as applied to the property of the holders payment of such Senior Debt. If after any amount is delivered , and such excess shall be applied to the holders of Senior Debt pursuant to this Section 3.6 and (i) the holder of this Note shall be required by an order or judgment of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) to the holders of Senior Debt, or (ii) the outstanding Senior Debt shall thereafter be paid in full, in cash or cash equivalents, without giving effect to such delivery made pursuant to this Section 3.6, then, in either case, the holders of Senior Debt shall return to such holder of this Note any amount equal to the amount delivered to such holders of Senior Debt pursuant to this Section 3.6, so long as (in the case of the immediately preceding clause (ii) only) after the return of such amount the Senior Junior Debt shall remain paid in full, in cash or cash equivalents. For purposes of clause (i) of the immediately preceding sentence, if less than all of the Avoided Payment was paid over to the holders of Senior Debt then due and the holder of this Note is able to satisfy its obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Debt, the holders of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount actually required by the holder(s) of this Note to satisfy its obligationspayable.

Turnover of Payments. In the event thatIf: (a) any payment or distribution shall be paid to or collected or received by any holder holders of this Note Subordinated Debt (i) in contravention of any of the terms of this Section 3 and prior 7 or (ii) pursuant to the provisions of Section 1.3 or Section 1.6 at a time when such payment in full, in cash or cash equivalents, of the Senior Debt at the time outstanding, would be prohibited by an Acceptable Credit Facility; and (b) any holder of such Senior Debt or the Company shall have notified the holder holders of this NoteSubordinated Debt, within one hundred eighty ninety (18090) days of any such payment or distribution, of the facts by reason of which such payment or collection or receipt so contravenes this Section 37 or, in the case of any payment made pursuant to the provisions of Section 1.3 or Section 1.6, of the facts by reason of which such payment was prohibited by the Acceptable Credit Facility; then and in any such event such holder holders of this Note Subordinated Debt will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents full to the holders of such Senior Debt and, until so delivered delivered, the same shall be held in trust by such holder holders of this Note Subordinated Debt as the property of the holders of such Senior Debt. If after any amount is delivered to the holders of Senior Debt pursuant to this Section 3.6 and (i) the holder of this Note shall be required by an order 7.6(b)(iv), whether or judgment of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) not such amounts has been applied to the holders payment of Senior Debt, or (ii) and the outstanding Senior Debt shall thereafter be paid in full, in cash full by the Company or cash equivalents, without giving effect to such delivery made otherwise other than pursuant to this Section 3.6, then, in either case7.6(b)(iv), the holders of Senior Debt shall return to such holder holders of this Note any Subordinated Debt an amount equal to the amount delivered to such holders of Senior Debt pursuant to this Section 3.67.6(b)(iv), so long as (in the case of the immediately preceding clause (ii) only) after the return of such amount amounts the Senior Debt shall remain paid in full, in cash or cash equivalents. For purposes of clause (i) of the immediately preceding sentence, if less than all of the Avoided Payment was paid over to the holders of Senior Debt and the holder of this Note is able to satisfy its obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Debt, the holders of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount actually required by the holder(s) of this Note to satisfy its obligations.

Turnover of Payments. In the event that(a) If: (ai) any payment or distribution shall be paid to or collected or received by any holder holders of this Note Subordinated Notes in contravention of any of the terms of this Section 3 Article 13 and prior to the payment in full, full in cash or cash equivalents, of the Senior Debt Notes at the time outstanding, ; and (bii) any holder of such Senior Debt the Agent shall have notified the holder such holders of this NoteSubordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Section 3, Article 13; then and in any such event such holder holders of this Note Subordinated Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Debt Notes in fullfull in cash, in cash or cash equivalents to the holders of such Senior Debt Notes and, until so delivered delivered, the same shall be held in trust by such holder holders of this Note Subordinated Notes as the property of the holders of such Senior DebtNotes. If after any amount is delivered pursuant to this Section 13.8(a), whether or not such amounts have been applied to the payment of the Senior Notes, and the outstanding Senior Notes shall thereafter be paid in full in cash by the Loan Parties or otherwise other than pursuant to this Section 13.8(a), the holders of Senior Notes shall return to such holders of Subordinated Notes an amount equal to the amount delivered to such holders of Senior Notes pursuant to this Section 13.8(a). Any optional prepayment made in respect of the Subordinated Notes that violates this Agreement shall also be subject to this Section 13.8(a). (b) If: (i) any payment or distribution shall be collected or received by any holders of Junior Subordinated Notes in contravention of any of the terms of this Article 13 and prior to the payment in full in cash of the Senior Subordinated Notes at the time outstanding; and (ii) the Agent shall have notified such holders of Junior Subordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article 13; then such holders of Junior Subordinated Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Subordinated Notes in full in cash, to the holders of such Senior Subordinated Notes and, until so delivered, the same shall be held in trust by such holders of Junior Subordinated Notes as the property of the holders of such Senior Subordinated Notes. If after any amount is delivered to the holders of Senior Debt Subordinated Notes pursuant to this Section 3.6 and (i) the holder of this Note shall be required by an order 13.8(b), whether or judgment of a court of competent jurisdiction to return a payment (the "Avoided Payment") received by them and so paid over (in whole or in part) not such amounts have been applied to the holders payment of Senior DebtSubordinated Notes, or (ii) and the outstanding Senior Debt Subordinated Notes shall thereafter be paid in full, full in cash by the Loan Parties or cash equivalents, without giving effect to such delivery made otherwise other than pursuant to this Section 3.6, then, in either case13.8(b), the holders of Senior Debt Subordinated Notes shall return to such holder holders of this Note any Junior Subordinated Notes an amount equal to the amount delivered to such holders of Senior Debt Subordinated Notes pursuant to this Section 3.6, so long as (13.8(b). Any optional prepayment made in the case respect of the immediately preceding clause (ii) only) after the return of such amount the Senior Debt Junior Subordinated Notes that violates this Agreement shall remain paid in full, in cash or cash equivalents. For purposes of clause (i) of the immediately preceding sentence, if less than all of the Avoided Payment was paid over also be subject to the holders of Senior Debt and the holder of this Note is able to satisfy its obligations under such order or judgment in whole or in part from the portion of the Avoided Payment not so paid over to the holders of the Senior Debt, the holders of Senior Debt shall not be required to return any portion of the Avoided Payment in excess of the amount actually required by the holder(s) of this Note to satisfy its obligationsSection 13.8(b).