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 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 10.04 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 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 10.04 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 Debt as their interests may appear or their Representative under the agreement, indenture or other agreement document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. With respect to the holders of Senior Debt, 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 Debt 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 Debt, 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 Debt 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 or any Holder receives any payment of any 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 10.04 12.4 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 1012, 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 the Company or any other Person money or assets to which any holders of Senior 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 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 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 Obligations with respect to the Notes (except Permitted Junior Securities at a time 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 10.04 10.03 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 Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from either of the trusts described in Article 8 or Article 12 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt as their interests may appear or their Representative under the agreement, indenture or other agreement document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. With respect to the holders of Senior Debt, 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 Debt 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 Debt, 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 Debt 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 Notes or any Holder other person receives any payment or distributions of assets of the Company of any Obligations kind with respect to the Securities at a time when the Trustee Convertible Notes in contravention of any subordination 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 10.04 hereofway of set-off or otherwise, 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issuedRepresentative, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 Debt; provided, however, 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 Debt, 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 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 in good faith mistakenly pay over or distribute to or on behalf of Holders holders of Convertible Notes or the Company or any other Person person money or assets to which any holders of Senior 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 TrusteeXI.

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 the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereofSections 1302 or 1303, 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 Debt Indebtedness as their interests may appear or to their Representative under the indenture or other agreement (if any) pursuant to which such Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 the Trustee or any Holder receives any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 1011, 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 the Company or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 a Trustee or any Holder receives any payment or distribution of or in respect of any Obligations with respect to the Securities Notes or the Note Guarantees at a time when the such payment or distribution is prohibited by Section 13.02 or Section 13.03 hereof, such payment or distribution shall be held by such Trustee or (if such Holder, as applicable, Trustee has actual knowledge that such payment or distribution is prohibited by Section 10.04 hereof, such payment shall be held by the Trustee 13.02 or Section 13.03) 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 Designated Senior Debt as their interests may appear or to their Representative under the indenture or other agreement (if any) pursuant to which such Designated Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Designated 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 Designated Senior Debt. With respect to the holders of Designated Senior Debt, the each Trustee undertakes undertake to perform only such obligations on the part of the such Trustee as are specifically set forth in this Article 1013, and no implied covenants or obligations with respect to the holders of Designated Senior Debt shall be read into this Indenture against the either Trustee. The Neither Trustee shall not be deemed to owe any fiduciary duty to the holders of Designated Senior Debt, and and, except as provided in Section 13.11, shall not be liable to any such holders if the a Trustee shall pay over or distribute to or on behalf of Holders of the Notes or the Company Company, the Guarantors or any other Person money or assets to which any holders of Designated Senior Debt 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 such 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 Obligations kind with respect to the Securities at a time when the Trustee 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 10.04 hereof, such payment or 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 Debt as their interests may appear Indebtedness or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness; 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 DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 Senior Subordinated Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 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 10.04 10.03 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 Debt as their interests may appear or their Representative under the agreement, indenture or other agreement document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. With respect to the holders of Senior Debt, 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 Debt 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 Debt, 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 Debt 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 or any Holder receives any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 Article 10 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 paying agent if other than the Trustee) or any Holder Noteholder receives any payment of any Obligations principal or interest with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 15.3 or 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 Debt, 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 Debt 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 Trustee, any holder of Securities or any Holder other person receives any payment or distribution of assets of the Company or any collateral security of any Obligations kind with respect to the Securities at a time when the Trustee 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 10.04 hereof, such payment or distribution shall be held by the Trustee or such Holder, recipient in trust for the benefit ofof holders of Senior Debt, and shall be paid forthwith over and delivered, upon written request, to, delivered to the holders of Senior Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termscash or other consideration 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 Debt; 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 8.02) that such payment or distribution is prohibited by this Indenture. 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 109, 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 holders of Securities or the Company or any other Person person money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article 109, 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 receives or is holding, or any Holder receives receives, any payment of any Obligations with respect to principal, premium or interest on the Securities 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 10.04 11.2 or 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to the Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 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 Obligations 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 the Securities at a time when the Trustee any Senior Indebtedness, then, unless and until such Default or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt 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 Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect If a distribution is made to the Holders of Debentures that because of this Article should not have been made to them, the Holders who receive the distribution shall hold it in trust for holders of Senior Debt, the Trustee undertakes Indebtedness and pay it over to perform only such obligations on the part of the Trustee them as are specifically set forth in this Article 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 Trusteetheir interests may appear.

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 Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.3 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 of the Notes or the Company or any other Person money or assets to which any holders of Senior 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 or in respect of any Obligations with respect to the Securities Notes or the Note Guarantees at a time when such payment or distribution is prohibited by Section 13.02 or Section 13.03 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 10.04 hereof, such payment shall be held by the Trustee 13.02 or Section 13.03) 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 Designated Senior Debt as their interests may appear or to their Representative under the indenture or other agreement (if any) pursuant to which such Designated Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Designated 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 Designated Senior Debt. With respect to the holders of Designated Senior Debt, 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 Designated 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 Designated Senior Debt, and and, except as provided in Section 13.11, 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 Company, the Guarantors or any other Person money or assets to which any holders of Designated Senior Debt 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 of a Note receives any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior 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 DebtDebt of the Company. With respect to the holders of Senior DebtDebt 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 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 the Company or any other Person money or assets to which any holders of Senior 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 TrusteeCompany.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment 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 Payment is prohibited by Section 10.04 10.02 or 10.03 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment Payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness; 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 DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 Senior Subordinated Note Trustee or any Holder receives any payment of any Obligations with respect to the Securities Senior Subordinated 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 10.04 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 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 Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. With respect to the holders of Senior Debt, 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 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 Debt, 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 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 foregoing, the Trustee or any Holder receives receives, any payment of any Obligations with respect to principal, premium, interest or Liquidated Damages, if any, on the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.02 or 10.03 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 delivereddelivered to, upon written request, to, the holders of Senior 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 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 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 Debt. 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 DebtDebt 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 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 DebtDebt 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 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 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 Obligations 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 the Securities at a time when the Trustee any Senior Indebtedness, then, unless and until such Default or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt 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 Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect If a distribution is made to the Holders of Debentures that because of this Article should not have been made to them, the Holders who receive the distribution shall hold it in trust for holders of Senior Debt, the Trustee undertakes Indebtedness and pay it over to perform only such obligations on the part of the Trustee them as are specifically set forth in this Article 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 Trusteetheir interests may appear.

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 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 10.04 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 Securities at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereofSections 1302 or 1303, 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 Debt Indebtedness as their interests may appear or to their Representative under the indenture or other agreement (if any) pursuant to which such Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 the Trustee or any Holder receives any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt 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 Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 the Trustee or any Holder of a Note receives any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior 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 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 Debt. 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 10, 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 of the Notes or the Company or any other Person money or assets to which any holders of Senior 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 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 10.04 10.03 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 of a Note Guarantee receives any payment of any Obligations with respect to the Securities Note Guarantees at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Guarantor Senior Debt. With respect to the holders of Guarantor Senior Debt, 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 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 Debt, 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 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 from the Company any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.02 or 10.03 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 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 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 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 DebtDebt of the Company. With respect to the holders of Senior DebtDebt 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 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 DebtDebt 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 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 receives from a Guarantor any payment of any Obligations with respect to the Securities 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 10.04 11.03 or 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 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 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 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 DebtDebt of such Guarantor. With respect to the holders of Senior DebtDebt 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 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 DebtDebt 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 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 Obligations with respect to the Securities 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 of a Note receives any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 1012, 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 of the Notes or the Company Guarantors or any other Person money or assets to which any holders of Senior 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 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 10.04 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective respect interests may appear, for application to for the payment of all Obligations with respect to Senior Debt 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 Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 distributions of assets of the Company of any Obligations kind with respect to the Securities at a time when the Trustee 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 10.04 hereofway of set-off or otherwise, 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 therefore, to or for the holders of Senior Debt; 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 Debt, 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 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 holders of Securities or the Company or any other Person money or assets to which any holders of Senior Debt 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 receives any payment of any Obligations with respect to the Notes at a time when such payment is prohibited by Section 10.03 hereof, or in the event that any Holder receives any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, Holder has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 of a Subsidiary Guarantee receives any payment of any Obligations with respect to the Securities a Subsidiary Guarantee at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 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 Debt of such Subsidiary Guarantor as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior 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 DebtDebt of such Subsidiary Guarantor. With respect to the holders of Senior DebtDebt 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 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 Debt, and shall not be liable to Debt of 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 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 TrusteeSubsidiary Guarantor.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder of the Notes receives any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereof[10.03]or Section [10.04], 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 Debt as their interests may appear or their Representative Representative, if any, under the agreement, indenture or other agreement document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. With respect to the holders of Senior Debt, 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 Debt 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 Debt, 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 Debt 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 or any Holder receives any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 Obligations with respect to the Notes or Subsidiary Guarantees (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 applicableTrustee, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt as their interests may appear or their Representative under the agreement, indenture or other agreement document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. With respect to the holders of Senior Debt, 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 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 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 Debt 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 or any Holder receives any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 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 Obligations kind with respect to the Securities 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 without limitation, by way of set-off or otherwise, then such payment is prohibited by Section 10.04 hereof, such payment or 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 Debt; 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 Debt, 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 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 holders of Notes or the Company or any other Person person money or assets to which any holders of Senior 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 Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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, request to, the holders of Senior Debt as their interests interest may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests interest may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 bad faith 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 Securities Note Guarantee at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Guarantor Senior 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 Debt. With respect to the holders of Guarantor Senior Debt, 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 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 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 the Company Guarantor or any other Person money or assets to which any holders of Guarantor Senior 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 Trustee, any holder of Notes or any Holder other person receives any payment or distribution of assets of the Company of any Obligations kind with respect to the Securities 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 without limitation, by way of set-off or otherwise, then such payment is prohibited by Section 10.04 hereof, such payment or 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 Debt; 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 Debt, 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 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 holders of Notes or the Company or any other Person person money or assets to which any holders of Senior 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 Obligations with respect to the Securities Debentures at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Securities Notes or the Note Guarantees at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 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 Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to such 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 Senior Debt. With respect to the holders of Senior DebtDebt 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 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 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 the Company or any other Person money or assets to which any holders of such Senior 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 Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereof10.02 or 10.03, 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 Obligations with respect to the Securities 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 10.04 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 Debt 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 Debt 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 any 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 Senior DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 Trustee, any holder of Securities or any Holder other Person receives any payment or distributions of assets of the Company of any Obligations kind with respect to the Securities at a time when the Trustee 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 10.04 hereofway of set-off or otherwise, 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 therefore, to or for the holders of Senior Debt; provided that the foregoing shall apply to the Trustee only if the Trustee has actual knowledge (as determined in accordance with Section 13.11) that such payment or distribution is prohibited by this Indenture. 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 10XIII, 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 holders of Securities or the Company or any other Person money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article 10XIII, 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, any payment or distribution of assets of the Company, whether in cash, property or securities, shall be received by the Trustee or any Holder receives any payment of any Obligations with respect to the Securities Holders at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment or distribution is prohibited by Section 10.04 hereofthe foregoing provisions, such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company and shall be paid or delivered by the Trustee or such HolderHolders, in trust for as the benefit ofcase may be, and shall be paid forthwith over and delivered, upon written request, to, to the holders of the Senior Debt as their interests may appear Indebtedness of the Company remaining unpaid or unprovided for or their Representative representative or 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 Debt Indebtedness of the Company may have been issued, as their respective interests may appearratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company held or represented by each, for application to the payment of all Obligations with respect to Senior Debt Indebtedness of the Company remaining unpaid unpaid, to the extent necessary to pay such Obligations or to provide for the payment in full in accordance with their terms, cash of all such Senior Indebtedness after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. With respect Notwithstanding the foregoing, Holders may receive and retain payment from the money or the proceeds held in any defeasance trust described under Article 9, and no such receipt or retention will be contractually subordinated in right of payment to any Senior Indebtedness or subject 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 restrictions described in this Article 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 Sections 11.02 and 11.03, any payment or distribution of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder receives any payment of any Obligations with respect to the Securities at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment Noteholder which is prohibited by Section 10.04 hereofsuch provisions, then and in such event 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 by such Trustee or Noteholder to, the trustee or any other representative of holders of Senior Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issuedIndebtedness, as their respective interests interest may appear, for application to the payment of all Obligations with respect to Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Obligations Senior Indebtedness has been paid in full in accordance with their terms, cash or cash equivalents after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 money or assets to which any holders of Senior Debt 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 Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior 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 Debt. 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 1012, 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 the Company Issuers or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Securities Notes and the Guarantees at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 proper written request, to, the holders of Senior Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, which with respect to any and all Indebtedness outstanding under the Credit Agreement, shall mean the agent for such holders, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 1011, 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 the Company or any other Person money or assets to which any holders of Senior 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 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 Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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. In the event that the Trustee or any Holder of a Note receives any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining 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 Debt. 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 10, 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 of the Notes or the Company or any other Person money or assets to which any holders of Senior 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 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 a Responsible Officer of the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 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 Debt as their interests may appear or their Representative under the agreement, indenture or other agreement document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. With respect to the holders of Senior Debt, 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 Debt 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 Debt, 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 Debt 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 or any Holder receives any payment of any Obligations 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 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 10.04 8.02 or 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 request, to, request of the holders of Senior Debt Indebtedness, 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 Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 any 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 10.04 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 Debt Indebtedness as their interests may appear or their Representative under the agreement, indenture or other agreement document (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt shall Indebtedness 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 DebtIndebtedness, 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 Debt shall be Indebtedness 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 If a distribution is made to the Trustee or any Holder receives any payment of any Obligations with respect to the Securities 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 10.04 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 Debt 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 Debt 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 any 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 Senior DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Securities 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, to the holders of Senior Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Securities 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 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 Obligations with respect to the Securities 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 10.04 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 Debt as their interests may appear 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 Debt 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 Debt 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 DebtDebt 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 Debt, 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 Debt 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 Debt, 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 Debt shall 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 or distribution of any 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, issued for application to the payment of all Obligations with respect to 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 Senior Debt. 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 Debt, 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 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 the Company or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereof10.02 or 10.03, 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 in respect of the Notes (except in Permitted Junior Securities or from any Obligations with respect to trust described under Articles 8 or 12 hereof) when (x) the Securities at 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 10.04 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debtrepresentative. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 Administrative Agent or any Holder Lender receives any payment of any Obligations with respect to the Securities Loans at a time when the Trustee Administrative Agent or such HolderLender, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.4 hereof, such payment shall be held by the Trustee Administrative Agent or such HolderLender, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. With respect to the holders of Senior Debt, the Trustee Administrative Agent undertakes to perform only such obligations on the part of the Trustee Administrative Agent as are specifically set forth in this Article 10X, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture Agreement against the TrusteeAdministrative Agent. The Trustee Administrative Agent 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 Administrative Agent shall pay over or distribute to or on behalf of Holders or Lenders, the Company Borrower, the Guarantors or any other Person money or assets to which any holders of Senior 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 TrusteeAdministrative Agent.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder of Notes receives any payment of any Obligations or distribution with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment or distribution is prohibited by Section 10.04 9.03 or 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 Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10IX, 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 of Notes or the Company or any other Person money or assets to which any holders of Senior 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 any Holder 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 10.04 10.02 or 10.03 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 Debt as their interests may appear or their Representative representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 Debt, 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 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 the Company or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any trust created pursuant to Section 8.01 or Section 12.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt as their interests may appear or their Representative under the agreement, indenture or other agreement document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. With respect to the holders of Senior Debt, 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 Debt 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 Debt, 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 Debt 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 If a distribution is made to Holders of the event that the Trustee or any Holder receives any payment of any Obligations with respect Notes that, due to the Securities at a time when the Trustee or such Holderprovisions of this Article Thirteen, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereofshould not have been made to them, such payment shall be held by the Trustee or such Holder, Holders are required to hold it in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders Holders of Senior Debt Indebtedness and pay it over to them as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 the Trustee or any Holder receives any payment of any Obligations obligations with respect to the Securities Notes at a time when the a Responsible Officer of Trustee has received written notice or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereofthis Article 10, 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations obligations with respect to Senior Debt 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 Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 this Article 14, any payment or distribution of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder receives any payment of any Obligations with respect to the Securities at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment which is prohibited by Section 10.04 hereofsuch provisions, then and in such event 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 by such Trustee or Holder to, the trustee or any other representative of holders of LifePoint Senior Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issuedIndebtedness, as their respective interests interest may appear, for application to the payment of all Obligations with respect to LifePoint Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such Obligations until all LifePoint Senior Indebtedness has been paid in full in accordance with their terms, cash or cash equivalents after giving effect to any concurrent payment or distribution to or for the holders of LifePoint Senior DebtIndebtedness. With respect to the holders of LifePoint Senior DebtIndebtedness, 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 LifePoint Senior Debt 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 LifePoint Senior DebtIndebtedness, 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 LifePoint Senior Debt Indebtedness shall be entitled by virtue of this Article 1014, 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 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 Securities 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 10.04 10.03 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, to the holders of Senior Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. With respect to the holders of Senior Debt, 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 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 the Company or any other Person money cash, property or assets securities to which any holders of Senior 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 receives any payment of any 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 10.04 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, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 1011, 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 the Company or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 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 10.04 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issuedRepresentative, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10Twelve, 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 the Company Issuers or any other Person money or assets to which any holders of Senior 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 Obligations with respect to the Notes (except Permitted Junior Securities at a time 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 10.04 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 Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10Eleven, 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 the Company Issuers or any other Person money or assets to which any holders of Senior 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 of any 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 10.04 10.03 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 Debt as their interests may appear or their Representative under the this indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 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 10.04 10.03 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 Debt as their interests may appear or their Representative under the agreement, indenture or other agreement document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. With respect to the holders of Senior Debt, 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 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 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 Debt 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 or any Holder receives any payment or distribution of assets of any kind or character, whether in cash, properties or securities, in respect of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.02 or 10.03 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 Debt as 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 Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior 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 Debt. With respect to the holders of Senior DebtDebt 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 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 DebtDebt 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 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 or any Holder receives any payment of any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 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 Debt as their interests may appear or their Representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10, 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 the Company or any other Person money or assets to which any holders of Senior 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 distributions of assets of the Company of any Obligations kind with respect to the Securities 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 without limitation, by way of set-off or otherwise, then such payment is prohibited by Section 10.04 hereof, such payment or 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 Debt as their interests may appear Indebtedness or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Senior DebtIndebtedness; 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 DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 of Exchange Debentures receives any payment of any Obligations with respect to the Securities 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 10.04 10.03 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 Debt as their interests may appear Indebtedness (or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued), as their respective interests may appear, for application applications to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. 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 DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 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 10.04 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 Debt as their interests may appear or their Representative representative under the indenture this Indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to 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 Senior Debt. 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 10Thirteen, 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 the Company Guarantor or any other Person money or assets to which any holders of Senior 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 the Trustee (or paying agent if other than the Trustee) or any Holder Noteholder receives any payment of any Obligations principal or interest with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 14.3 or 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 Debt, 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 Debt 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 receives any payment of any Obligations Indebtedness with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 DebtIndebtedness, 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 Debt 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 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 Obligations principal of, premium, if any, or interest with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 15.3 or 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 Debt Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, 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 Debt 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 Debt, and Indebtedness. 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 Debt 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 or distribution with respect to any Obligations with respect to the Securities Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment or distribution is prohibited by Section 10.04 10.02 or 10.03 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 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 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 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 Debt. 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 10, 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 98 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 the Company Issuers or any other Person money or assets to which any holders of Senior 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 Convertible Subordinated Notes or any Holder other person receives any payment or distributions of assets of the Company of any Obligations kind with respect to the Securities at a time when the Trustee Convertible Subordinated 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 10.04 hereofway of set-off or otherwise, 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 Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issuedrepresentative(s), as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt 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 Debt; 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 Debt, 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 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 holders of Convertible Subordinated Notes or the Company or any other Person person money or assets to which any holders of Senior 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.