Common use of When Distribution Must Be Paid Over Clause in Contracts

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time with respect to the Notes (except Permitted Junior Securities or payments and other distributions made from the defeasance trust described under Article Eight hereof) when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that (a) If the Trustee or any Holder receives any payment with respect to the Securities, whether in cash, property or securities (other than with securities that are subordinated to at least the same extent as the Securities are to the Senior Debt), then, if there exists and during the continuation of any Subordinated Note Obligations at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofSenior Debt Default, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Indebtedness as Debt (in order of their interests may appear or their Representative under priority, and when of equal priority, pro rata to such holders of equal priority on the indenture or other agreement (if anybasis of the amounts of Senior Debt held by such holders) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full full, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, in accordance with their termsthe terms of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Debt. (b) With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10Article, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10Article, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 Sections 1302 or 10.04 hereof1303, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or to their Representative under the indenture or other agreement (if any) pursuant to which such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations Senior Indebtedness in full in cash equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the benefit of holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10Thirteen, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10Thirteen, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. (a) In the event that the Trustee or any Holder receives any payment of any Subordinated Note Junior Obligations (other than Permitted Junior Securities) at a time when the Trustee or such Holder, as applicable, Holder has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofthis ARTICLE 10 , such payment shall will be held by the Trustee or such Holder, in trust for the benefit of, and shall will be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Obligations of the Company as their interests may appear or their Representative representative under the agreement, indenture or other agreement document (if any) pursuant to which such Senior Indebtedness Obligations may have been issued, as their respective interests may appear, for application to the payment of all such Senior Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Obligations. (b) With respect to the holders of Senior IndebtednessObligations, the Trustee undertakes to perform only such those obligations on the part of the Trustee as are specifically set forth in this Article ARTICLE 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall Obligations will be read into this Indenture CVR Agreement against the Trustee. The Trustee shall will not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessObligations, and shall will not be liable to any such holders if the Trustee shall pay pays over or distribute distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be Obligations are then entitled by virtue of this Article ARTICLE 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee (or paying agent if other than the Trustee) or any Holder Noteholder receives any payment of any Subordinated Note Obligations principal or interest with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 15.3 or 10.04 15.4 hereof, such payment shall be held by the Trustee (or paying agent if other than the Trustee) or such HolderNoteholder, in trust for the benefit of, and immediately shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations all Senior Indebtedness in full in accordance with their its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10XV, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, Indebtedness and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders Noteholders or the Company or any other Person person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10XV, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Senior Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee Trustee, any Holder of Securities or any Holder other person receives any payment or distribution of assets of the Company of any Subordinated Note Obligations at a time when kind with respect to the Trustee Securities in contravention of any terms contained in this First Supplemental Indenture, whether in cash, property or such Holdersecurities, as applicableincluding, has actual knowledge that without limitation, by way of set-off or otherwise, then such payment is prohibited by Section 10.03 or 10.04 hereof, such payment distribution shall be held by the Trustee or such Holder, recipient in trust for the benefit ofof holders of Senior Indebtedness, and shall be immediately paid forthwith over and delivered, upon written request, to, delivered to the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termscash or other consideration satisfactory to the holders of the Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Senior Indebtedness; provided, that the foregoing shall apply to the Trustee only if a Trust Officer has actual knowledge (as determined in accordance with Section 14.11) that such payment or distribution is prohibited by this First Supplemental Indenture. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1014, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this First Supplemental Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders of Securities or the Company or any other Person person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 1014, except if such payment or distribution is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 Article 11 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 1011, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 Sections 1302 or 10.04 hereof1303, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or to their Representative under the indenture or other agreement (if any) pursuant to which such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations Senior Indebtedness in full in cash or cash equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the benefit of holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10Thirteen, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10Thirteen, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that that, notwithstanding the foregoing, the Trustee or any Holder receives receives, any payment of any Subordinated Note Obligations principal, premium, interest or Liquidated Damages, if any, on the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.02 or 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivereddelivered to, upon written request, to, the holders of Senior Indebtedness Debt of the Company as their interests may appear or their Representative representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt of the Company may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt of the Company remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. Each Holder by his acceptance of a Note irrevocably agrees that if any payment or payments shall be made pursuant to this Indenture and the amount or total amount of such payment or payments exceeds the amount, if any, that such Holder would be entitled to receive upon the proper application of the subordination provisions of this Article 10, such Holder agrees that it will be obliged to pay over the amount of the excess payment to the holders of Senior Debt of the Person that made such payment or payments or their representative or representatives, as instructed in a written notice of such excess payment, within ten days of receiving such notice. With respect to the holders of Senior IndebtednessDebt of the Company, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt of the Company shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt of the Company, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person Person, money or assets to which any holders of Senior Indebtedness Debt of the Company shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder of a Note receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issuedissued (the "Representative"), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders of the Notes or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives from the Company any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.02 or 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, Holder in trust for the benefit of, and shall be paid forthwith over and delivered, delivered upon written request, request to, the holders of Senior Indebtedness Debt of the Company, as their interests may appear appear, or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt of the Company may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt of the Company remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt of the Company. With respect to the holders of Senior IndebtednessDebt of the Company, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt of the Company shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt of the Company, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt of the Company shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee receives or is holding, or any Holder receives receives, any payment of any Subordinated Note Obligations principal, premium or interest on the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge (in the case of the Trustee as described in Section 11.11 hereof), that such payment is prohibited by Section 10.03 11.2 or 10.04 12.3 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to the Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10XI, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10XI, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 9.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedissued or incurred, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 109, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company Issuers or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 109, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that (a) If the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time when with respect to the Trustee Securities, whether in cash, property or such Holdersecurities, as applicable, has actual knowledge that such payment the Company is prohibited by from making under Section 10.03 or 10.04 hereof10.3, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Indebtedness as Debt (in order of their interests may appear or their Representative under priority, and when of equal priority, pro rata to such holders of equal priority on the indenture or other agreement (if anybasis of the amounts of Senior Debt held by such holders) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full full, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, in accordance with their termsthe terms of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Debt. (b) With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10X, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10X, except if with respect to the holders of Senior Debt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article X, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or, if permitted by this Agreement, the Company or any other Person money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article X, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder of a Note Guarantee receives any payment of any Subordinated Obligations with respect to the Note Obligations Guarantees at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 12.3 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Guarantor Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Guarantor Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior IndebtednessDebt. With respect to the holders of Guarantor Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1012, and no implied covenants or obligations with respect to the holders of Guarantor Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders of the Note Guarantees or the Company or any other Person money or assets to which any holders of Guarantor Senior Indebtedness Debt shall be entitled by virtue of this Article 1012, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. (a) In the event that the Trustee or any Holder receives any payment of any Subordinated Note Junior Obligations at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofthis Article 10, such payment shall will be held by the Trustee or such Holder, Holder in trust for the benefit of, and shall will be paid forthwith over and delivered, upon written request, to, to the holders of Senior Indebtedness Obligations of the Company as their interests may appear or their Representative representative under the agreement, indenture or other agreement document (if any) pursuant to which such Senior Indebtedness Obligations may have been issued, as their respective interests may appear, for application to the payment of all such Senior Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Obligations. (b) Any amount received by any Holder as a result of direct or indirect credit support for the Junior Obligations from any Affiliate of the Company shall be treated as payments received by such Holder from the Company that are subject to the provisions of this Article 10. (c) With respect to the holders of Senior IndebtednessObligations, the Trustee undertakes to perform only such those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall Obligations will be read into this Indenture CVR Agreement against the Trustee. The Trustee shall will not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessObligations, and shall will not be liable to any such holders if the Trustee shall pay pays over or distribute distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be Obligations are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment Payment of any Subordinated Note Obligations at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment Payment is prohibited by Section 10.02 or 10.03 or 10.04 hereof, such payment Payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment Payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment Payment or distribution Distribution to or for the holders of Senior Indebtedness; provided, however, that nothing in this Section 10.05 shall prevent the issuance of Secondary Notes in lieu of a cash payment of any or all interest due on any Interest Payment Date. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment Payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Securities at a time when a Responsible Officer of the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Senior Subordinated Note Trustee or any Holder receives any payment of any Obligations with respect to the Senior Subordinated Note Obligations Notes at a time when the Senior Subordinated Note Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 Article 10 hereof, such payment shall be held by the Senior Subordinated Note Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture Senior Subordinated Note Indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Senior Subordinated Note Trustee undertakes to perform only such obligations on the part of the Senior Subordinated Note Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Senior Subordinated Note Indenture against the Senior Subordinated Note Trustee. The Senior Subordinated Note Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Senior Subordinated Note Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Senior Subordinated Note Trustee.

When Distribution Must Be Paid Over. In the event that that, notwithstanding the provisions of Section 10.04, the Company shall make any payment to the Trustee on account of the principal or any Holder receives any interest on the Debentures, after the happening of a default in payment of any Subordinated Note Obligations at a time when the principal or interest on Senior Indebtedness, or after receipt by the Company and the Trustee of written notice as provided in Sections 10.04 and 10.12 of an Event of Default or an event which, with the passage of time or the giving of notice or both, would constitute an Event of Default with respect to any Senior Indebtedness, then, unless and until such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 Default or 10.04 hereofEvent of Default shall have been cured or waived or shall have ceased to exist, such payment shall be held by the Trustee or such HolderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their Representative representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations all Senior Indebtedness in full in accordance with their its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect If a distribution is made to the holders Holders of Senior IndebtednessDebentures that because of this Article should not have been made to them, the Trustee undertakes to perform only such obligations on Holders who receive the part of the Trustee as are specifically set forth distribution shall hold it in this Article 10, and no implied covenants or obligations with respect to the trust for holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed and pay it over to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made them as a result of the willful misconduct or gross negligence of the Trusteetheir interests may appear.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives from a Guarantor any payment of any Subordinated Note Obligations with respect to the Notes or the Subsidiary Guarantees at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 11.03 or 10.04 11.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, delivered upon written request, request to, the holders of Senior Indebtedness Debt of such Guarantor, as their interests may appear appear, or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt of such Guarantor may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt of such Guarantor remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt of such Guarantor. With respect to the holders of Senior IndebtednessDebt of any Guarantor, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt of such Guarantor shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt of such Guarantor, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt of such Guarantor shall be entitled by virtue of this Article 1011, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes (except in Permitted Junior Securities or payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the payment is prohibited by this Article 10 and the Trustee or such Holder, as applicable, has actual knowledge (provided by formal notice in accordance with Section 10.06 hereof in the case of the Trustee) that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that that, notwithstanding the provisions of Section 10.4, the Company shall make any payment to the Trustee or any Holder receives any on account of the principal and interest on the Debentures, two (2) business days after the happening of a default in payment of any Subordinated Note Obligations at a time when the principal or interest on Senior Indebtedness, or two (2) business days after receipt by the Company and the Trustee of written notice as provided in Sections 10.4 and 10.12 of an Event of Default or an event which, with the passage of time or the giving of notice or both, would constitute an Event of Default with respect to any Senior Indebtedness, then, unless and until such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 Default or 10.04 hereofEvent of Default shall have been cured or waived or shall have ceased to exist, such payment shall be held by the Trustee or such HolderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their Representative representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations all Senior Indebtedness in full in accordance with their its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect If a distribution is made to the holders Holders of Senior IndebtednessDebentures that because of this Article should not have been made to them, the Trustee undertakes to perform only such obligations on Holders who receive the part of the Trustee as are specifically set forth distribution shall hold it in this Article 10, and no implied covenants or obligations with respect to the trust for holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed and pay it over to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made them as a result of the willful misconduct or gross negligence of the Trusteetheir interests may appear.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment in respect of the Notes (except in Permitted Junior Securities or from any Subordinated Note Obligations at trust described under Articles 8 or 12 hereof) when (x) the payment is prohibited by this Article 10 and (y) a time when Responsible Officer of the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofthis Article 10, such payment shall be held by the Trustee or such Holder, as applicable, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, to the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtednessrepresentative. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder of Notes receives any payment of any Subordinated Note Obligations or distribution with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment or distribution is prohibited by Section 10.03 9.03 or 10.04 9.04 hereof, such payment or distribution shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be segregated from other funds and property of the Trustee or such Holder of Notes and be paid forthwith over and delivereddelivered in the same form as received (with any necessary endorsement), upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10IX, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders of Notes or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10IX, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee (or paying agent if other than the Trustee) or any Holder Noteholder receives any payment of any Subordinated Note Obligations principal or interest with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 14.3 or 10.04 14.4 hereof, such payment shall be held by the Trustee (or paying agent if other than the Trustee) or such HolderNoteholder, in trust for the benefit of, and immediately shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations all Senior Indebtedness in full in accordance with their its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10XIV, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, Indebtedness and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders Noteholders or the Company or any other Person person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10XIV, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder Securityholder receives from the Company any payment of any Subordinated Note Obligations with respect to the Securities at a time when the Trustee or such HolderSecurityholder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 13.2 or 10.04 13.3 hereof, such payment shall be held by the Trustee or such Holder, Securityholder in trust for the benefit of, and shall be paid forthwith over and delivered, delivered upon written request, request to, the holders of Senior Indebtedness Debt of the Company, as their interests may appear appear, or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt of the Company may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt of the Company remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt of the Company. With respect to the holders of Senior IndebtednessDebt of the Company, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1013, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt of the Company shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt of the Company, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders Securityholders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt of the Company shall be entitled by virtue of this Article 1013, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution of assets of any Subordinated Note kind or character, whether in cash, properties or securities, in respect of any Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.02 or 10.03 or 10.04 hereof, such payment or distribution shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as Debt of the Company (pro rata to such holders on the basis of their interests may appear respective amount of such Senior Debt held by such holders) or their Representative Representatives under the indenture or other agreement (if any) pursuant to which such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in cash or Cash Equivalents (other than Cash Equivalents of the type referred to in clauses (3) and (4) of the definition thereof and foreign currencies) in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt of the Company, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt of the Company shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt of the Company, and shall not be liable to any such holders if the Trustee shall in good faith pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10. To the extent any payment of Senior Debt of the Company (whether by or on behalf of the Company, except as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt of the Company or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding paragraph) of the Company's obligation to make any distribution or payment pursuant to any Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Debt in cash or Cash Equivalents (other than (x) Cash Equivalents of the type referred to in clauses (3) and (4) of the definition thereof and (y) foreign currencies), shall have no force or effect for purposes of the subordination provisions contained in this Article 10, with any turnover of payments as otherwise calculated pursuant to this Article 10 to be made as a result of the willful misconduct or gross negligence of the Trusteeif no such diminution had occurred.

When Distribution Must Be Paid Over. In the event that the Trustee Trustee, any holder of Notes or any Holder other person receives any payment or distribution of assets of the Company of any Subordinated Note Obligations at a time when kind with respect to the Trustee Notes in contravention of any terms contained in this Indenture, whether in cash, property or such Holdersecurities, as applicableincluding, has actual knowledge that without limitation, by way of set-off or otherwise, then such payment is prohibited by Section 10.03 or 10.04 hereof, such payment distribution shall be held by the Trustee or such Holder, recipient in trust for the benefit ofof holders of Senior Debt, and shall be immediately paid forthwith over and delivered, upon written request, to, delivered to the holders of Senior Indebtedness as their interests may appear Debt or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termscash or other payment satisfactory to such holders of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Senior IndebtednessDebt; provided, that the foregoing shall apply to the Trustee only if a Trust Officer of the Trustee has actual knowledge (as determined in accordance with Section 10.11) that such payment or distribution is prohibited by this Indenture. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10X, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders holders of Notes or the Company or any other Person person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10X, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution with respect to the Notes (except (A) in Permitted Junior Securities or (B) from payments and other distributions made from any defeasance trust created pursuant to Section 8.06 of any Subordinated Note Obligations the Base Indenture so long as on the date or dates the respective amounts were paid into trust, such payments were made without violating the provisions set forth in this Article Eight) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment or distribution is prohibited by Section 10.03 8.02 or 10.04 8.03 hereof, such payment or distribution shall be held by the Trustee or such Holder, in trust for the benefit ofof the holders of Senior Indebtedness, and shall be paid forthwith over and delivered, with any necessary endorsement, upon written requestrequest of the holders of Senior Indebtedness, to, to the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture this First Supplemental Indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in cash in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10Eight, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this First Supplemental Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10Eight, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of or distribution with respect to any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment or distribution is prohibited by Section 10.02 or 10.03 or 10.04 hereof, such payment or distribution shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Designated Senior Indebtedness Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which such Designated Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment in cash of all Obligations with respect to such Designated Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in cash in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Designated Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the 98 holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company Issuers or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofthis Article 10, such payment shall will be held by the Trustee or such Holder, in trust for the benefit of, and shall will be paid forthwith over and delivered, upon written request, promptly to, the holders of Senior Indebtedness as their interests may appear or their Representative under the agreement, indenture or other agreement document (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall will be read into this Indenture against the Trustee. The Trustee shall will not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall will not be liable to any such holders if the Trustee shall pay pays over or distribute distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee Trustee, any holder of Convertible Subordinated Notes or any Holder other person receives any payment or distributions of assets of the Company of any kind with respect to the Convertible Subordinated Note Obligations at a time when the Trustee Notes in contravention of any terms contained in this Indenture, whether in cash, property or such Holdersecurities, as applicableincluding, has actual knowledge that such payment is prohibited without limitation by Section 10.03 way of set-off or 10.04 hereofotherwise, then such payment shall be held by the Trustee or such Holder, recipient in trust for the benefit ofof holders of Senior Debt, and shall be immediately paid forthwith over and delivered, upon written request, to, delivered to the holders of Senior Indebtedness as their interests may appear Debt or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termsof all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Senior IndebtednessDebt; provided that the foregoing shall apply to the Trustee only if a Trust Officer of the Trustee has actual knowledge (as determined in accordance with Section 11.11) that such payment or distribution is prohibited by this Indenture. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders holders of Convertible Subordinated Notes or the Company or any other Person person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 1011, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. (a) In the event that the Trustee or any Holder receives any payment of any Subordinated Note Junior Obligations (other than Permitted Junior Securities) at a time when the Trustee or such Holder, as applicable, Holder has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofthis ARTICLE 10, such payment shall will be held by the Trustee or such Holder, in trust for the benefit of, and shall will be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Obligations of the Company as their interests may appear or their Representative representative under the agreement, indenture or other agreement document (if any) pursuant to which such Senior Indebtedness Obligations may have been issued, as their respective interests may appear, for application to the payment of all such Senior Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Obligations. (b) With respect to the holders of Senior IndebtednessObligations, the Trustee undertakes to perform only such those obligations on the part of the Trustee as are specifically set forth in this Article ARTICLE 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall Obligations will be read into this Indenture CVR Agreement against the Trustee. The Trustee shall will not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessObligations, and shall will not be liable to any such holders if the Trustee shall pay pays over or distribute distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be Obligations are then entitled by virtue of this Article ARTICLE 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10X, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10X, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In Subject to the event that provisions of Section 15.11, if the Trustee (or paying agent if other than the Trustee) or any Holder Noteholder receives any payment of any Subordinated Note Obligations principal of, premium, if any, or interest with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 15.3 or 10.04 15.4 hereof, such payment shall be held by the Trustee (or paying agent if other than the Trustee) or such HolderNoteholder, in trust for the benefit of, and immediately shall be paid forthwith over and delivered, upon written request, to, to the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations all Senior Indebtedness in full in accordance with their its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10XV, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and . The Trustee shall not be liable to any such holders of Senior Indebtedness if the Trustee shall pay over or distribute to or on behalf of Holders Noteholders or the Company or any other Person person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeXV.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.02 or 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. In the event that any Holder receives any payment or payments pursuant to this Indenture and the amount or total amount of such payment or payments exceeds the amount, if any, that such Holder would be entitled to receive upon the proper application of the subordination provisions of this Article 10, the payment of such excess amount shall be deemed null and void, and the Holder agrees that it will be obliged to return the amount of the excess payment to the Company, as instructed in a written notice of such excess payment, within ten days of receiving such notice. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution of assets of the Company or any Subordinated Note Obligations Guarantor (other than Junior Securities) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment or distribution shall be held by the Trustee or such Holder, in trust for the benefit ofof the holders of such Senior Indebtedness, and shall be paid forthwith over and deliveredor delivered by the Trustee or the Holders of the Notes, upon written requestas the case may be, to, to the holders of such Senior Indebtedness as their interests may appear remaining unpaid or unprovided for or to their Representative under or Representatives ratably according to the indenture or other agreement (if any) pursuant to which aggregate principal amounts remaining unpaid on account of such Senior Indebtedness may have been issued, as their respective interests may appearheld or represented by each, for application to the payment of all Obligations with respect to such Senior Indebtedness remaining unpaid unpaid, to the extent necessary to pay or to provide for the payment of all such Obligations Senior Indebtedness in full in accordance with their terms, cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, Indebtedness and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations or distribution of assets of the Company of any kind or character (other than Permitted Junior Securities pursuant to Article 10 hereof), whether in cash, property or securities (including, without limitation, by way of setoff or otherwise) with respect to the Notes at a time when a Responsible Officer of the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, to the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform and observe only such covenants and obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money cash, property or assets securities to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct 10 or gross negligence of the Trusteeotherwise.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder of Exchange Debentures receives any payment of any Subordinated Note Obligations with respect to the Exchange Debentures at a time when a Trust Officer of the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, Holder of Exchange Debentures in trust for the benefit of, and shall be paid forthwith over and delivered, delivered upon written request, request to, the holders of Senior Indebtedness as their interests may appear (or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued), as their respective interests may appear, for applications to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. If a distribution is made to the Trustee or any Holder of Exchange Debentures that because of this Article 10 should not have been made to it, the Trustee or such Holder of Exchange Debentures who receives the distribution shall hold it in trust for the benefit of, and upon written request pay it over to, the holders of Senior Indebtedness (or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders of Exchange Debentures or the Company Holdings or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. (a) In the event that the Trustee or any Holder receives any payment of any Subordinated Note Junior Obligations at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofthis Article 10, such payment shall will be held by the Trustee or such Holder, in trust for the benefit of, and shall will be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Obligations of the Company as their interests may appear or their Representative under the agreement, indenture or other agreement document (if any) pursuant to which such Senior Indebtedness Obligations may have been issued, as their respective interests may appear, for application to the payment of all such Senior Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Obligations. (b) Any amount received by any Holder as a result of direct or indirect credit support for the Junior Obligations from any Affiliate of the Company (including without limitation, under the Parent Equity Commitment) shall be treated as payments received by such Holder from the Company that are subject to the provisions of this Article 10. (c) With respect to the holders of Senior IndebtednessObligations, the Trustee undertakes to perform only such those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall Obligations will be read into this Indenture against the Trustee. The Trustee shall will not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessObligations, and shall will not be liable to any such holders if the Trustee shall pay pays over or distribute distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be Obligations are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time with respect to the Notes (except Permitted Junior Securities or payments and other distributions made from the defeasance trust described under Article Nine) when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof11.03, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10Eleven, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company Issuers or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10Eleven, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution of any Subordinated Note kind or character, whether in cash, properties or securities, in respect of any Obligations with respect to the Notes (other than (x) Permitted Junior Securities and (y) payments and other distributions made from any defeasance trust created pursuant to Article 8 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to(on a pro rata basis based on the aggregate principal amount of the Senior Debt), to the holders of Senior Indebtedness as their interests may appear Debt or their Representative under the indenture or other agreement (if any) pursuant to which such Senior Indebtedness Debt may have been issued, as their respective interests may appear, issued for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. If any Holder or the Trustee is required by any court or otherwise to deliver payments it received by the Company or Guarantor to a holder of Senior Debt, any amount so paid to the extent theretofore discharged, shall be reinstated in full force and effect. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to a Subsidiary Guarantee at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 12.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt of such Subsidiary Guarantor as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt of such Subsidiary Guarantor remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt of such Subsidiary Guarantor. With respect to the holders of Senior IndebtednessDebt of any Subsidiary Guarantor, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1012, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt of such Subsidiary Guarantor shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt of such Subsidiary Guarantor, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company any Subsidiary Guarantor or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 1012, except except, subject to Section 7.01, if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Subordinated Note Obligations at a time when the Trustee or such Holder, as applicable, has actual knowledge that received written notice at least two Business Days prior to such payment is prohibited by Section 10.02 or 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such HolderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, request to, the holders of Senior Indebtedness of the Company as their interests interest may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior such Indebtedness may have been issued, as their respective interests interest may appear, for application to the payment of all Obligations with respect to Senior such Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior such Indebtedness. In the event that any Holder receives any payment of any Obligations with respect to the Subordinated Note Obligations at a time when such payment is prohibited by Section 10.02 or 10.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Indebtedness of the Company as their interest may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Indebtedness may have been issued, as their interest may appear, for application to the payment of all Obligations with respect to such Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Indebtedness. With respect to the holders of Senior IndebtednessIndebtedness of the Company, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior such Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior such Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior such Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the negligence, bad faith or willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder holder receives any payment of any Subordinated obligations with respect to the Note Obligations Guarantee at a time when a Trust Officer of the Trustee or such Holderholder, as applicable, has actual knowledge that such payment is prohibited by this Section 10.03 or 10.04 hereof4, such payment shall be held by the Trustee or such Holderholder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Indebtedness Guarantees as their interests may appear or their Representative representative under the indenture or other agreement (if any) pursuant to which the Senior Indebtedness Guarantees may have been issued, as their respective interests may appear, for application to the payment of all Obligations obligations with respect to the Senior Indebtedness Guarantees remaining unpaid to the extent necessary to pay such Obligations obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of the Senior IndebtednessGuarantees. With respect to the holders of the Senior IndebtednessGuarantees, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, Section 4 and no implied covenants or obligations with respect to the holders of the Senior Indebtedness Guarantees shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior IndebtednessGuarantees, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders holders of the Note Guarantee or the Company any Guaranteeing Subsidiary or any other Person money or assets to which any holders of Senior Indebtedness Guarantees shall be entitled by virtue of this Article 10Section 4, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In If, notwithstanding the event that provisions of Sections 10.02 and 10.03, any direct or indirect payment or distribution on account of principal of or interest on or other Obligations with respect to the Notes or Guaranties or acquisition, repurchase, redemption, retirement or defeasance of any of the Notes or Guaranties will be made by or on behalf of any Obligor (including any payments or distribution by any liquidating trustee or agent or other Person in a proceeding referred to in Section 10.02) and received by the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time when such payment or distribution was prohibited by the provisions of Section 10.02 or 10.03 or such payment or distribution was required to be made to holders of Senior Debt or their Representatives, then, unless and until such payment or distribution is no longer prohibited by Section 10.02 or 10.03, such payment or distribution will be received, segregated from other funds or assets and held in trust by the Trustee or such Holder, as applicablethe case may be, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall will be immediately paid forthwith or delivered over and deliveredto, upon written requestthose Persons known to the Trustee or, toas the case may be, such Holder, as, or identified by the Company as, or to a fund for the benefit of, the holders of Senior Indebtedness as their interests may appear Debt or their Representative under Representatives, ratably in accordance with the indenture or respective amounts of the principal of such Senior Debt, interest (including, without limitation, Accrued Bankruptcy Interest) thereon and all other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to thereto held or represented by each, until the principal of all Senior Indebtedness remaining unpaid to the extent necessary to pay such Debt, interest (including Accrued Bankruptcy Interest) thereon and all other Obligations with respect thereto have been paid in full in accordance with their terms, after giving effect to any concurrent payment or and all outstanding Letter of Credit Obligations and applicable Hedging Obligations have been fully cash collateralized. Any distribution to or for the holders of Senior IndebtednessDebt or their Representatives of assets other than cash may be held by such holders or such Representatives as additional collateral without any duty to the Holder to liquidate or otherwise realize on such assets or to apply such assets to any Senior Debt or other Obligations relating thereto. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall Debt will be read into this Indenture against the Trustee. The Trustee shall will not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall will not be liable to any such holders if the Trustee shall will in good faith mistakenly pay over or distribute to or on behalf of Holders or the Company any Obligor or any other Person money or assets to which any holders of Senior Indebtedness shall Debt will be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee. Nothing in this Section 10.05 will affect the obligation of any Person other than the Trustee to hold such payment or distribution for the benefit of, and to pay or deliver such payment or distribution over to, the holders of Senior Debt or their Representatives.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except except, subject to Section 7.01, if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution of or in respect of any Subordinated Note Obligations with respect to the Securities or the Guarantees at a time when such payment or distribution is prohibited by Section 10.03 or Section 10.04 hereof, such payment or distribution shall be held by the Trustee or such Holder, as applicable, (if the Trustee has actual knowledge that such payment or distribution is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee Section 10.04) or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and and, except as provided in Section 10.12, shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders of Securities or the Company Company, the Subsidiary Guarantors or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 10.02 or 10.04 hereof10.03, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in cash or Cash Equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder of a Note receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear Debt or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining Debt remain- ing unpaid to the extent necessary to pay such Obligations in full in cash in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders of the Notes or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee Trustee, any holder of Notes or any Holder other person receives any payment or distribution of assets of the Company of any Subordinated Note Obligations at a time when kind with respect to the Trustee Notes in contravention of any terms contained in this Indenture, whether in cash, property or such Holdersecurities, as applicableincluding, has actual knowledge that without limitation, by way of set-off or otherwise, then such payment is prohibited by Section 10.03 or 10.04 hereof, such payment distribution shall be held by the Trustee or such Holder, recipient in trust for the benefit ofof holders of Senior Debt, and shall be immediately paid forthwith over and delivered, upon written request, to, delivered to the holders of Senior Indebtedness as their interests may appear Debt or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termscash or other payment satisfactory to such holders of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Senior IndebtednessDebt; PROVIDED, that the foregoing shall apply to the Trustee only if a Trust Officer of the Trustee has actual knowledge (as determined in accordance with Section 10.11) that such payment or distribution is prohibited by this Indenture. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10X, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders holders of Notes or the Company or any other Person person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10X, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Obligations with respect to the Note Obligations Guarantee at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 12.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Guarantor Senior Indebtedness as their interests may appear Debt or their Representative under the indenture or other agreement (if any) pursuant to which Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Guarantor Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in cash in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior IndebtednessDebt. With respect to the holders of Guarantor Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1012, and no implied covenants or obligations with respect to the holders of Guarantor Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company Guarantor or any other Person money or assets to which any holders of Guarantor Senior Indebtedness Debt shall be entitled by virtue of this Article 1012, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 10.3 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit ofof and, and upon written request, shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Securities (except from the trust pursuant to Article Four hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 Article Thirteen hereof, such payment shall be held by the Trustee or such Holder, as applicable, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, to the holders of Senior Indebtedness Debt as their interests may appear or their Representative representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10Thirteen, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company Guarantor or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10Thirteen, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that If the Trustee or any Holder of the Notes receives any a payment in respect of any Subordinated Note Obligations at a time when the Notes (except in respect of Permitted Junior Securities or from the trust under Article Thirteen hereof) when: (1) the payment is prohibited by this Article Ten; and (2) the Trustee or such Holder, as applicable, the Holder has actual knowledge that such the payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by prohibited; the Trustee or such the Holder, as the case may be, shall hold the payment in trust for the benefit of, of the holders of Senior Debt of the Company and shall be paid forthwith over and delivereddeliver notice thereof to the agent or representative of the holders of Senior Debt. Upon the proper written request of the agent or representative of the holders of Designated Senior Debt of the Company, upon written requestor, toif no such Designated Senior Debt exists, the holders of Senior Indebtedness as their interests may appear Debt of the Company, the Trustee or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedHolder, as their respective interests the case may appearbe, for application shall deliver the amounts in trust to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt of the Company or their proper representative. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10Ten, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall mistakenly pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10Ten, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations or distribution of assets of the Company of any kind or character (other than Permitted Junior Securities pursuant to Section 5 hereof), whether in cash, property or securities (including, without limitation, by way of setoff or otherwise) with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 5.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 105, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 105, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. (a) In the event that the Trustee or any Holder receives any payment of any Subordinated Note Junior Obligations (other than Permitted Junior Securities) at a time when the Trustee or such Holder, as applicable, Holder has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofthis ARTICLE10, such payment shall will be held by the Trustee or such Holder, in trust for the benefit of, and shall will be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Obligations of the Company as their interests may appear or their Representative representative under the agreement, indenture or other agreement document (if any) pursuant to which such Senior Indebtedness Obligations may have been issued, as their respective interests may appear, for application to the payment of all such Senior Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Obligations. (b) With respect to the holders of Senior IndebtednessObligations, the Trustee undertakes to perform only such those obligations on the part of the Trustee as are specifically set forth in this Article ARTICLE 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall Obligations will be read into this Indenture CVR Agreement against the Trustee. The Trustee shall will not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessObligations, and shall will not be liable to any such holders if the Trustee shall pay pays over or distribute distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be Obligations are then entitled by virtue of this Article 10ARTICLE10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes (except (A) in Permitted Junior Securities or (B) from payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the this indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofthis Article 12, such payment or distribution shall be held by the Trustee or such Holder, in trust for the benefit of, and upon written notice to the Trustee or any such Holder shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their termsObligations, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1012, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company Issuers or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 1012, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Obligations with respect to the Notes or the Note Obligations Guarantees at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall and, to the extent such payment is in cash or Cash Equivalents shall, be paid forthwith over and delivered, upon written request, toto (otherwise to be held as cash collateral), the holders of Senior Indebtedness Debt of the Company as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to such Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt of the Company and the Guarantors, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of such Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of such Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of such Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations Indebtedness with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 4.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit ofof and, and upon written request, shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10IV, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10IV, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that If a distribution is made to the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time when a Responsible Officer of the Trustee or such Holder, as applicable, Holder has actual knowledge that because of this Article III such payment is prohibited by Section 10.03 or 10.04 hereofdistribution should not have been made to it, such payment shall be held by the Trustee or such Holder, Holder who receives the distribution shall hold it in trust for the benefit of, and shall be paid forthwith over and deliveredand, upon written request, to, shall pay it over to the holders of Senior Indebtedness Indebtedness, or their agents or representatives or trustee under the Indenture, as their interests may appear appear, or their Representative under transfer the indenture payments or distributions to the receiver, bankruptcy or liquidating trustee or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, person distributing the Company’s assets for application to the or payment of all Obligations principal, premium, if any, and interest then payable with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10III, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10III, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. (a) In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, Holder in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative representative (the "Representative") under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in cash or Marketable Securities in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. . (b) With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that If a distribution is made to the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time when a Responsible Officer of the Trustee or such Holder, as applicable, Holder has actual knowledge that because of this Article XVII such payment is prohibited by Section 10.03 or 10.04 hereofdistribution should not have been made to it, such payment shall be held by the Trustee or such Holder, Holder who receives the distribution shall hold it in trust for the benefit of, and shall be paid forthwith over and deliveredand, upon written request, shall pay it over to, the holders of Senior Indebtedness as their interests may appear appear, or their Representative agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations principal, premium, if any, and interest then payable with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10XVII, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10XVII, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 Sections 1302 or 10.04 hereof1303, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or to their Representative under the indenture or other agreement (if any) pursuant to which such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations Senior Indebtedness in full in cash equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the benefit of holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10Thirteen, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, 125 and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10Thirteen, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. (a) In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes (except from the trust pursuant to Article Eight hereof) at a time when such payment is prohibited by this Article Ten and the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofthis Article Ten, such payment shall be held by the Trustee or such Holder, as applicable, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, of the holders of Senior Indebtedness of the Co-Obligors. Upon proper written request of the holders of Senior Indebtedness of the Co-Obligors, the Trustee or such Holder, as their interests the case may appear be, shall deliver the amounts in trust to the holders of Senior Indebtedness or their proper Representative under the Credit Agreement, any indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. . (b) With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10Ten, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company Co-Obligors or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10Ten, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee Trustee, any holder of Convertible Subordinated Notes or any Holder other person receives any payment or distributions of assets of the Company of any kind with respect to the Convertible Subordinated Note Obligations at a time when the Trustee Notes in contravention of any terms contained in this Indenture, whether in cash, property or such Holdersecurities, as applicableincluding, has actual knowledge that such payment is prohibited without limitation by Section 10.03 way of set-off or 10.04 hereofotherwise, then such payment shall be held by the Trustee or such Holder, recipient in trust for the benefit ofof holders of Senior Debt, and shall be immediately paid forthwith over and delivered, upon written request, to, delivered to the holders of Senior Indebtedness as their interests may appear Debt or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termsof all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Senior IndebtednessDebt; provided that the foregoing shall apply to the Trustee only if the Trustee 55 61 has actual knowledge (as determined in accordance with Section 11.11) that such payment or distribution is prohibited by this Indenture. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders holders of Convertible Subordinated Notes or the Company or any other Person person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 1011, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution of assets of the Company or any Subordinated Note Obligations Guarantor (other than Junior Securities) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment or distribution shall be held by the Trustee or such Holder, in trust for the benefit ofof the holders of such Senior Indebtedness, and shall be paid forthwith over and deliveredor delivered by the Trustee or the Holders of the Notes, upon written requestas the case may be, to, to the holders of such Senior Indebtedness as remaining unpaid or unprovided for or to their interests may appear representative or their Representative representatives, or to the trustee or trustees under the any indenture or other agreement (if any) pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appearratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all Obligations with respect to such Senior Indebtedness remaining unpaid unpaid, to the extent necessary to pay or to provide for the payment of all such Obligations Senior Indebtedness in full in accordance with their terms, cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, Indebtedness and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes (except in Permitted Junior Securities or from the trust pursuant to Article Eight hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofArticle Twelve, such payment shall be held by the Trustee or such Holder, as applicable, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, to the holders of Senior Indebtedness as their interests may appear Debt or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedRepresentative, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10Twelve, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10Twelve, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 hereof or 10.04 hereofif the Trustee has actual knowledge of such prohibition at any time prior to distributing such payment to one or more Holders, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be forthwith paid forthwith over and delivered, upon written request, to, to the holders Bank Agent on behalf of the Senior Lenders at any time while there is Indebtedness as their interests may appear or their outstanding under the New Bank Credit Facility and/or (if applicable) the Representative under the indenture or other agreement (if any) pursuant to which any other applicable Senior Indebtedness may have Debt has been issued, in each case, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations Senior Debt in full in accordance with their its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the New Bank Credit Facility and the holders of any other Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or Holders, the Company Company, any Guarantor or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes (except in Permitted Junior Securities or from the trust pursuant to Article VIII hereof) at a time when the payment is prohibited by this Article and the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 Article X hereof, such payment shall be held by the Trustee or such Holder, as applicable, in trust for the benefit ofof the holders of the Senior Debt of the Company, and upon written request of the holders of the Senior Debt of the Company shall be paid forthwith over and delivered, upon written request, to, to the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appearproper Representative, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10X, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10X, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that Unless otherwise specified pursuant to Section 3.1 hereof with respect to any series of Debt Securities, if a distribution is made to the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time when a Responsible Officer of the Trustee or such Holder, as applicable, Holder has actual knowledge that because of this Article XVII such payment is prohibited by Section 10.03 or 10.04 hereofdistribution should not have been made to it, such payment shall be held by the Trustee or such Holder, Holder who receives the distribution shall hold it in trust for the benefit of, and shall be paid forthwith over and deliveredand, upon written request, shall pay it over to, the holders of Senior Indebtedness as their interests may appear appear, or their Representative agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations principal, premium, if any, and interest then payable with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10XVII, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10XVII, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee Trustee, any holder of Convertible Subordinated Notes or any Holder other person receives any payment or distributions of assets of the Company of any kind with respect to the Convertible Subordinated Note Obligations at a time when the Trustee Notes in contravention of any terms contained in this Indenture, whether in cash, property or such Holdersecurities, as applicableincluding, has actual knowledge that such payment is prohibited without limitation by Section 10.03 way of set-off or 10.04 hereofotherwise, then such payment shall be held by the Trustee or such Holder, recipient in trust for the benefit ofof holders of Senior Debt, and shall be immediately paid forthwith over and delivered, upon written request, to, delivered to the holders of Senior Indebtedness as their interests may appear Debt or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termsof all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Senior IndebtednessDebt; provided that the foregoing shall apply to the Trustee only if the Trustee has actual knowledge (as determined in accordance with Section 11.11) that such payment or distribution is prohibited by this Indenture. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders holders of Convertible Subordinated Notes or the Company or any other Person person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 1011, except if such payment is made as a result of the willful wilful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Obligations with respect to the Notes or under a Note Obligations Guarantee at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedissued or incurred, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1010 or the Intercreditor Agreement, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 1010 or the Intercreditor Agreement, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that If a distribution is made to the Trustee or any Holder receives any payment of any Subordinated Note Obligations at a time when a Responsible Officer of the Trustee or such Holder, as applicable, Holder has actual knowledge that because of this Article XVII such payment is prohibited by Section 10.03 or 10.04 hereofdistribution should not have been made to it, such payment shall be held by the Trustee or such Holder, Holder who receives the distribution shall hold it in trust for the benefit of, and shall be paid forthwith over and deliveredand, upon written request, shall pay it over to, the holders of Senior Indebtedness as their interests may appear appear, or their Representative agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations principal, premium, if any, and interest then payable with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10XVII, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10XVII, except if such payment is made as a result of the negligence, bad faith or willful misconduct or gross negligence of the Trustee.. 105

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder of Debentures receives from the Company any payment of any Subordinated Note Obligations at a time when the Trustee or such HolderHolder of Debentures, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 14.1(a) or 10.04 (b) hereof, such payment shall be held by the Trustee or such Holder, Holder of Debentures in trust for the benefit of, and shall be paid forthwith over and delivered, delivered upon written request, request to, the holders of Senior Indebtedness of the Company, as their interests may appear appear, or their Representative agent, trustee or representative (a "Representative") under the indenture or other agreement (if any) pursuant to which Senior Indebtedness of the Company may have been issued, as their respective interests may appear, for application to the payment of all Obligations obligations with respect to Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay such Obligations obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessIndebtedness of the Company. With respect to the holders of Senior IndebtednessIndebtedness of the Company, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10Article, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Company shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessIndebtedness of the Company, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders of Debentures or the Company or any other Person money or assets to which any holders of Senior Indebtedness of the Company shall be entitled by virtue of this Article 10Article, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that If the Trustee or any Holder of a Note receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 11.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective its interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders of the Notes or the Company Issuer or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 1011, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that (a) If the Trustee or any Holder receives any (i) payment with respect to the Securities, whether in cash, property or securities which the Company is prohibited from making under Section 10.3 (other than securities that are subordinated to at least the same extent as the Securities are to (x) Senior Debt and (y) any securities issued in exchange for Senior Debt) or (ii) any realization upon or proceeds of any Subordinated Note Obligations at a time when Enforcement Action, or any insurance proceeds or condemnation awards with respect to the Trustee Company or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofits property, such payment realization proceeds or awards shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Indebtedness as Debt (in order of their interests may appear or their Representative under priority, and when of equal priority, pro rata to such holders of equal priority on the indenture or other agreement (if anybasis of the amounts of Senior Debt held by such holders) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to indefeasibly pay such Obligations in full full, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, in such order of application determined by the holders of the Senior Debt in accordance with their termsthe terms of such Senior Debt, and after giving effect to any concurrent cash payment or distribution to or for the other holders of Senior Indebtedness. Debt. (b) With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10X, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or or, if permitted by this Agreement, the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10X, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Guarantee Obligations with respect to a Guaranteeing Subsidiary at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 12.02 or 10.04 12.03 hereof, such payment shall be held by the Trustee or such HolderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, request to, the holders of Guarantor Senior Indebtedness Debt of such Guaranteeing Subsidiary as their interests interest may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests interest may appear, for application to the payment of all Obligations with respect to such Guarantor Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior IndebtednessDebt. In the event that any Holder receives any payment of any Guarantee Obligations of a Guaranteeing Subsidiary at a time when such payment is prohibited by Section 12.02 or 12.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Guarantor Senior Debt of such Guaranteeing Subsidiary as their interest may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Guarantor Senior Debt may have been issued, as their interest may appear, for application to the payment of all Obligations with respect to such Guarantor Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt. With respect to the holders of Guarantor Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1012, and no implied covenants or obligations with respect to the holders of Guarantor Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company Guaranteeing Subsidiaries or any other Person money or assets to which any holders of Guarantor Senior Indebtedness Debt shall be entitled by virtue of this Article 1012, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In (a) If the event that the Trustee Trustee, any Paying Agent or any Holder receives any a payment in respect of the Security Guarantee of any Subordinated Note Obligations at a time when Guarantor (except in Permitted Junior Securities or from the Trustee trust described under Article 8) when: (1) the payment is prohibited by this Article 12; and (2) the Trustee, Paying Agent or such Holder, as applicable, the Holder has actual knowledge that such the payment is prohibited by Section 10.03 prohibited; the Trustee, Paying Agent or 10.04 hereof, such payment shall be held by the Trustee or such Holder, as the case may be, shall hold the payment in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, of the holders of Senior Indebtedness as their interests may appear or their Representative under Debt of such Guarantor. Upon the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment written request of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. With respect Debt, the Trustee, Paying Agent or Holder, as the case may be, shall deliver the amounts in trust to the holders of such Senior IndebtednessDebt or their Representative. (b) Notwithstanding the foregoing, the Trustee undertakes or Paying Agent may continue to perform only make payments on such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, Securities Guarantee and shall not be liable to charged with knowledge of the existence of facts that would prohibit the making of any such holders if payments unless, not less than three Business Days prior to the date of such payment, a Trust Officer of the Trustee shall pay over or distribute Paying Agent receives written notice satisfactory to it that payments may not be made under this Article 12. The Issuer, the Registrar or on behalf of Holders co-registrar, the Paying Agent, a Representative or the Company or any other Person money or assets to which any holders a holder of Senior Indebtedness Debt of such Guarantor may give the notice; provided, however, that, if an issue of Senior Debt of such Guarantor has a Representative, only the Representative may give the notice. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by virtue a Person representing himself or itself to be a holder of this Article 10, except if any Senior Debt of any Guarantor (or a Representative of such payment is made as holder) to establish that such notice has been given by a result holder of the willful misconduct such Senior Debt of such Guarantor or gross negligence of the Trusteea Representative thereof.

When Distribution Must Be Paid Over. In the event that the Senior Subordinated Note Trustee or any Holder receives any payment of any Obligations with respect to the Senior Subordinated Note Obligations Notes at a time when the Senior Subordinated Note Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Senior Subordinated Note Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Senior Subordinated Note Trustee undertakes to perform only such obligations on the part of the Senior Subordinated Note Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Senior Subordinated Note Trustee. The Senior Subordinated Note Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Senior Subordinated Note Trustee shall pay over or distribute to or on behalf of Holders or the Company or Venetian or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Senior Subordinated Note Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment Company shall have made distributions of assets of the Company of any Subordinated Note kind for any Obligations with respect to the Notes to the Trustee, Paying Agent or directly to any holder of Notes whether in cash, property or securities, including without limitation by way of set-off or otherwise, at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment or distribution is prohibited by Section 10.03 or 10.04 hereofthis Indenture, such payment shall be held by the Trustee Trustee, Paying Agent or such Holderholder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termsof any Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness; provided the -------- foregoing shall apply to the Trustee and any Paying Agent only if the Trustee or such Paying Agent has actual knowledge (as determined in accordance with Section 6.11) that such payment or distribution is prohibited by this Indenture. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 106, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders holders of Notes or the Company or any other Person person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 106, except if such payment is made as a result of the willful wilful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment Company shall have made distributions of assets of the Company of any Subordinated Note kind for any Obligations with respect to the Notes to the Trustee, Paying Agent or directly to any holder of Notes whether in cash, property or securities, including without limitation by way of set-off or otherwise, at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment or distribution is prohibited by Section 10.03 or 10.04 hereofthis Indenture, such payment shall be held by the Trustee Trustee, Paying Agent or such Holderholder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termsof any Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness; provided that the foregoing shall apply to the Trustee and any Paying Agent only if the Trustee or such Paying Agent has actual knowledge (as determined in accordance with Section 6.11) that such payment or distribution is prohibited by this Indenture. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10VI, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders holders of Notes or the Company or any other Person person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10VI, except if such payment is made as a result of the willful wilful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company Issuers or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 10.4 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10X, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10X, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution of assets of any Subordinated Note kind or character, whether in cash, properties or securities, in respect of any Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.02 or 10.03 or 10.04 hereof, such payment or distribution shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as Debt of the Company (pro rata to such holders on the basis of their interests may appear respective amount of such Senior Debt held by such holders) or their Representative Representatives under the indenture or other agreement (if any) pursuant to which such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in cash or Cash Equivalents (other than Cash Equivalents of the type referred to in clauses (5) and (6) of the definition thereof and foreign currencies) in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt of the Company, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt of the Company shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt of the Company, and shall not be liable to any such holders if the Trustee shall in good faith pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10. To the extent any payment of Senior Debt of the Company (whether by or on behalf of the Company, except as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt of the Company or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding paragraph) of the Company’s obligation to make any distribution or payment pursuant to any Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Debt in cash or Cash Equivalents (other than (x) Cash Equivalents of the type referred to in clauses (5) and (6) of the definition thereof and (y) foreign currencies), shall have no force or effect for purposes of the subordination provisions contained in this Article 10, with any turnover of payments as otherwise calculated pursuant to this Article 10 to be made as a result of the willful misconduct or gross negligence of the Trusteeif no such diminution had occurred.

When Distribution Must Be Paid Over. In the event that the Trustee Trustee, the Paying Agent, any holder of Notes or any Holder other person receives any payment or distribution of assets of the Company or any collateral security of any Subordinated Note Obligations at a time when kind on or with respect to the Trustee Notes in contravention of any terms contained in this Indenture, whether in cash, property or such Holdersecurities, as applicableincluding, has actual knowledge that without limitation, by way of set-off or otherwise, before all Senior Indebtedness is paid in full in cash, then such payment is prohibited by Section 10.03 or 10.04 hereof, such payment distribution shall be held by the Trustee or such Holder, recipient in trust for the benefit ofof holders of Senior Indebtedness, and shall be paid forthwith over and delivered, upon written request, to, delivered to the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termscash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Senior Indebtedness; provided, that the foregoing shall apply to the Trustee only if a Responsible Officer of the Trustee has actual knowledge (as determined in accordance with Section 7.02) that such payment or distribution is prohibited by this Indenture. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1015, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders holders of Notes or the Company or any other Person person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 1015, except if such payment or distribution is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee Trustee, any holder of Securities [or any Holder Guarantee] or any other person receives any payment or distribution of assets of the Company [or any Guarantor] of any Subordinated Note Obligations at a time when kind with respect to the Trustee Securities [or such Holderthe Guarantees] in contravention of any terms contained in this Indenture, as applicablewhether in cash, has actual knowledge that property or securities, including, without limitation, by way of set-off or otherwise, then such payment is prohibited by Section 10.03 or 10.04 hereof, such payment distribution shall be held by the Trustee or such Holder, recipient in trust for the benefit ofof holders of Senior Debt, and shall be immediately paid forthwith over and delivered, upon written request, to, delivered to the holders of Senior Indebtedness as their interests may appear Debt or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termscash or other consideration satisfactory to the holders of the Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Senior IndebtednessDebt; provided, that the foregoing shall apply to the Trustee only if a Responsible Officer of the Trustee has actual knowledge (as determined in accordance with Section [__] that such payment or distribution is prohibited by this Indenture. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10[__], and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders holders of Securities or the Company [, the Guarantors] or any other Person person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10[__], except if such payment or distribution is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder of a Security receives any payment of any Subordinated Note Obligations with respect to the Securities at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 11.3 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issuedissued (the "Representative"), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders of the Securities or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 1011, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes (except in Permitted Junior Securities or from the trust pursuant to Article Eight hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereofArticle Twelve, such payment shall be held by the Trustee or such Holder, as applicable, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, to the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10Twelve, and no implied covenants or obligations with respect to the holders of Senior Indebtedness Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness Debt shall be entitled by virtue of this Article 10Twelve, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Subordinated Note Obligations with respect to the Notes (except (A) in Permitted Junior Securities or (B) from payments and other distributions made from any trusts created pursuant to Article 8 or 12 hereof so long as, on the date or dates the respective amounts were paid into trust, such payments were made without violating any of the provisions of this Article 13) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 13.03 hereof, such payment shall will be held by the Trustee or such Holder, in trust for the benefit of, and shall will be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness Debt as their interests may appear or their Representative under the agreement, indenture or other agreement document (if any) pursuant to which Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. With respect to the holders of Senior IndebtednessDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 1013, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall Debt will be read into this Indenture against the Trustee. The Trustee shall will not be deemed to owe any fiduciary duty to the holders of Senior IndebtednessDebt, and shall will not be liable to any such holders if the Trustee in good faith shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be Debt are then entitled by virtue of this Article 1013, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.