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 Note Guarantee at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 4, 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 the Senior Guarantees as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees may have been issued, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees 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 the Senior Guarantees. With respect to the holders of the Senior Guarantees, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 and no implied covenants or obligations with respect to the holders of the Senior Guarantees shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Guarantees, 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 Guarantee or any Guaranteeing Subsidiary or any other Person money or assets to which any holders of Senior Guarantees shall be entitled by virtue of this Section 4, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder receives any payment of any obligations Obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that received written notice at least two Business Days prior to such payment is prohibited by this Section 410.02 or 10.03 hereof, such payment shall be held by the Trustee or such holderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, request to, the holders of Indebtedness of the Senior Guarantees Company as their interests interest may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees such Indebtedness may have been issued, as their respective interests interest may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees such 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 such Indebtedness. In the Senior Guaranteesevent that any Holder receives any payment of any Obligations with respect to the Subordinated Note Obligations at a time when such payment is prohibited by Section 10.02 or 10.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Indebtedness of the Company as their interest may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Indebtedness may have been issued, as their interest may appear, for application to the payment of all Obligations with respect to such Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Indebtedness. With respect to the holders of Indebtedness of the Senior GuaranteesCompany, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees such Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Guaranteessuch Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees such Indebtedness shall be entitled by virtue of this Section 4Article 10, except if such payment is made as a result of the negligence, bad faith or willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder receives any payment of any obligations Obligations with respect to the Note a Subsidiary Guarantee at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 412.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Debt of such Subsidiary Guarantor as their interests may appear or their representative Representative under the indenture this Indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees Debt of such Subsidiary Guarantor remaining unpaid to the extent necessary to pay such obligations Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of the Senior GuaranteesDebt of such Subsidiary Guarantor. With respect to the holders of the Senior GuaranteesDebt 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 Section 4 Article 12, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt of such Subsidiary Guarantor shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt of such Subsidiary Guarantor, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of the Note Guarantee Holders or any Guaranteeing Subsidiary Guarantor or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Article 12, except, subject to Section 47.01, 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 Holder receives any payment or distribution of assets of the Company or any obligations with respect to the Note Guarantee Guarantor (other than Junior Securities) at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.03 hereof, such payment or distribution shall be held by the Trustee or such holder, in trust for the benefit ofof the holders of such Senior Indebtedness, and shall be paid forthwith over and deliveredor delivered by the Trustee or the Holders of the Notes, upon written requestas the case may be, to, to the holders of such Senior Indebtedness remaining unpaid or unprovided for or to their Representative or Representatives ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Guarantees as their interests may appear Indebtedness held or their representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees may have been issued, as their respective interests may appearrepresented by each, for application to the payment of all obligations with respect to the such Senior Guarantees Indebtedness remaining unpaid unpaid, to the extent necessary to pay or to provide for the payment of all such obligations Senior Indebtedness in full in accordance with their terms, cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to or for the holders of the such Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Guarantees, Indebtedness and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 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 other provisions of this Article Fourteen, the Trustee or any holder receives any payment or distribution of the Notes or any obligations Obligations with respect to the Note Notes or any Subsidiary Guarantee at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment or distribution is prohibited by this Section 41403 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 the Senior Guarantees as their interests may appear Indebtedness remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under the any indenture or other agreement (if any) pursuant to which the any instruments representing any of such Senior Guarantees Indebtedness may have been issued, as their respective interests may appearratably according to aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all obligations with respect to the Senior Guarantees Indebtedness remaining unpaid unpaid, to the extent necessary to pay or to provide for the payment of all such obligations (including Post-Commencement Interest and Expense Claims) in full in cash or Cash Equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that, notwithstanding the other provisions of this Article Fourteen, a Holder receives any payment or distribution of any Obligations with respect to the Notes at a time when such payment or distribution is prohibited by Section 1403 hereof, such payment or distribution shall be paid forthwith over and delivered, upon written request, to, the holders of Senior GuaranteesIndebtedness remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments representing any of such Senior Indebtedness may have been issued, ratably according to aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by such, for application to the payment of all obligations with respect to Senior Indebtedness remaining unpaid, to the extent necessary to pay or to provide for the payment of all such obligations (including Post-Commencement Interest and Expense Claims) in full in cash or Cash Equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article Fourteen, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article Fourteen, 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 BDI receives any payment or distribution of any obligations with kind or character, whether in cash, properties or securities, in respect to the Note Guarantee of any Management Distributions under this Agreement at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment or distribution is prohibited by this Section 45 and BDI has actual knowledge that the payment is prohibited, such payment shall be held by the Trustee or such holderBDI, 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 Notes held by the Holders), to the holders Holders of the Senior Guarantees as their interests may appear or their representative under the indenture or other agreement (if any) pursuant Notes with respect to which the Senior Guarantees may have been issued, as their respective interests may appear, for application Notes and to the payment of all obligations Lenders with respect to the Senior Guarantees Loan Agreement remaining unpaid to the extent necessary to pay such obligations the Obligations in full in accordance with their termsfull, after giving effect to any concurrent payment or distribution to or for the holders Holders of the Senior GuaranteesNotes and the Lenders. With respect If BDI is required by any court or otherwise to deliver payments it received by the Company to a Holder of the Notes or the Lenders, any amount so paid to the holders extent theretofore discharged, shall be reinstated in full force and effect. To the extent any payment of the Senior Guarantees, the Trustee undertakes to perform only such obligations Obligations on the part of the Trustee as are specifically set forth in this Section 4 and no implied covenants or obligations with respect to the holders of the Senior Guarantees shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Guarantees, and shall not be liable to any such holders if the Trustee shall pay over or distribute to Notes (whether by or on behalf of holders the Company, as proceeds of the Note Guarantee security or enforcement of any Guaranteeing Subsidiary 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 money under any bankruptcy, insolvency, receivership, fraudulent conveyance or assets to which any holders of Senior Guarantees shall be entitled by virtue of this Section 4similar law, except then, if such payment is made recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Obligations on the Notes or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as a result of the willful misconduct or gross negligence of the Trusteeif such payment had not occurred.

When Distribution Must Be Paid Over. In the event that that, notwithstanding the foregoing, the Trustee or any holder Holder receives any payment of any obligations with respect to principal of, premium, if any, or interest on the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.02 or 10.03 hereof, such payment shall be held by the Trustee or such holderHolder, 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 Senior Guarantees Company as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which Senior Debt of the Senior Guarantees Company may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to Senior Debt of the Senior Guarantees Company remaining unpaid to the extent necessary to pay such obligations Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of 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, the Holder agrees that it will be obliged to pay over the amount of the excess payment to the holders of Senior GuaranteesDebt 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 Debt of the Senior GuaranteesCompany, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt of the Senior Guarantees Company shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person Person, money or assets to which any holders of Senior Guarantees shall be entitled by virtue of this Section 4, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.any

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 Note Guarantee at a time when a Trust Officer Securities in contravention of the Trustee 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 this Section 4way 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 Designated Secured Indebtedness, and shall be immediately paid forthwith over and delivered, upon written request, to, delivered to the holders of the Senior Guarantees as their interests may appear Designated Secured Indebtedness or their representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees may have been issuedrepresentative, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees remaining unpaid to the extent necessary to pay such obligations make payment in full of all Obligations due in accordance with their termsrespect of Designated Secured Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Designated Secured Indebtedness; provided, however, that the Senior Guaranteesforegoing shall apply to the Trustee only if a Responsible 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 the Senior GuaranteesDesignated Secured Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article XI, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Designated Secured Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDesignated Secured Indebtedness, 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 of Securities or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person person money or assets to which any holders of Senior Guarantees Designated Secured Indebtedness shall be entitled by virtue of this Section 4, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeArticle XI.

When Distribution Must Be Paid Over. In the event that the Trustee receives or is holding, or any holder receives Holder receives, any payment of any obligations with respect to principal, premium or interest on the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge (in the case of the Trustee as described in Section 12.11 hereof), that such payment is prohibited by this Section 412.2 or 12.3 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article XII, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article XII, 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 Holder receives any payment of any obligations 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 Note Guarantee Securities at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 45.3 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 5, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeArticle 5.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder of a Security receives any payment of any obligations Obligations with respect to the Note Guarantee Securities at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 411.3 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issuedissued (the "Representative"), as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 11, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders Holders of the Note Guarantee Securities or any Guaranteeing Subsidiary the Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 11, 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 Holder receives any payment of any obligations payments with respect to the Note Guarantee Obligations of any Guarantor at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 411.3 hereof, such payment shall be held by the Trustee or such holder, Holder in trust for the benefit of, and and, upon written request of the Representative of the holders of Senior Debt of such Guarantor, shall be paid forthwith over and delivered, upon written request, delivered to, the holders of the Senior Guarantees as their interests may appear or their representative Debt of such Guarantor under the any indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt may have been issued, as their respective interests interest may appear, for application to the payment of all obligations Obligations with respect to the such Senior Guarantees 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 such Senior Debt. If a distribution is made to any Holder that because of this Article XI should not have been made to it, such Holder who receives the distribution shall hold it in trust for the benefit of, and upon written request of the Representative of the holders of the applicable Senior GuaranteesDebt pay it over to, the holders of such Senior Debt under any indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their interest 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article XI, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4, Article XI 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 48(d) hereof, such payment shall be held by the Trustee or such holderHolder, 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 the Guarantor Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Guarantor Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations with respect to the Guarantor Senior Guarantees 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 the Guarantor Senior GuaranteesIndebtedness. With respect to the holders of the Guarantor Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 8, and no implied covenants or obligations with respect to the holders of the Guarantor Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture Guarantee against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Guarantor Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Guarantor or any other Person money or assets to which any holders of Guarantor Senior Guarantees Indebtedness shall be entitled by virtue of this Section 48, 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 Holder receives any payment of any obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.02 or 10.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees Indebtedness remaining unpaid to the extent necessary to pay such obligations Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that any Holder receives any payment of any Subordinated Note Obligations at any time when such payment is prohibited by Section 10.02 or 10.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the Holders of Senior GuaranteesIndebtedness as their interest may appear or their representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their interest may appear, for the application to the payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extend necessary to pay such Obligations in full 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 the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 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 athe Trustee or any holder Holder receives any payment or distribution of or in respect of any obligations Obligations with respect to the Notes or the Note Guarantee Guarantees at a time when a Trust Officer of the such payment or distribution is prohibited by Section 13.02 or Section 13.03 hereof, such payment or distribution shall be held by suchthe Trustee or such holder, as applicable, (if suchthe Trustee has actual knowledge that such payment or distribution is prohibited by this Section 4, such payment shall be held by the Trustee 13.02 or Section 13.03) or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of the Designated Senior Guarantees Debt as their interests may appear or to their representative Representative under the indenture or other agreement (if any) pursuant to which the such Designated Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Designated Senior Guarantees 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 the Designated Senior GuaranteesDebt. With respect to the holders of the Designated Senior GuaranteesDebt, the eachthe Trustee undertakes undertakeundertakes to perform only such obligations on the part of the suchthe Trustee as are specifically set forth in this Section 4 Article 13, and no implied covenants or obligations with respect to the holders of the Designated Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the eitherthe Trustee. The NeitherThe Trustee shall not be deemed to owe any fiduciary duty to the holders of the Designated Senior GuaranteesDebt, and and, except as provided in Section 13.11, shall not be liable to any such holders if the athe Trustee shall pay over or distribute to or on behalf of holders Holders of the Note Guarantee Notes or any Guaranteeing Subsidiary the Company, the Guarantors or any other Person money or assets to which any holders of Designated Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 13, except if such payment is made as a result of the willful misconduct or gross negligence of the suchthe Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.03 or 10.04 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for as the benefit ofcase may be, and shall be paid forthwith promptly pay over and delivered, upon written request, to, deliver such payment to the holders of the Senior Guarantees Debt as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. Until the Trustee or the Holder, as the case may be, shall have so paid over and delivered such payment, the Trustee or the Holder, as the case may be, shall be deemed to have held such payment in trust for the benefit of the holders of the Senior GuaranteesDebt. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Issuers or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 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 Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.02 or 10.03 hereof, such payment shall be held by the Trustee or such holderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, request to, the holders of the Senior Guarantees Debt as their interests interest may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests interest may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. In the event that any Holder receives any payment of any Obligations with respect to the Notes at a time when such payment is prohibited by Section 10.02 or 10.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Senior GuaranteesDebt as their 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 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes (other than in (1) Permitted Junior Securities and (2) payments made from the trusts described in Article 8 hereof) at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 412.03 hereof, such payment shall be held by the Trustee or such holderHolder, 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 the Senior Guarantees Debt as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesDebt. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 12, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 12, 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 Guarantee Obligations with respect to the Note Guarantee a Guarantor at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 412.02 or 12.03 hereof, such payment shall be held by the Trustee or such holderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, request to, the holders of the Guarantor Senior Guarantees Debt of such Guarantor as their interests interest may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the such Guarantor Senior Guarantees Debt may have been issued, as their respective interests interest may appear, for application to the payment of all obligations Obligations with respect to the such Guarantor Senior Guarantees 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 such Guarantor Senior Debt. In the event that any Holder receives any payment of any Guarantee Obligations of a Guarantor at a time when such payment is prohibited by Section 12.02 or 12.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Guarantor Senior GuaranteesDebt of such Guarantor as their interest may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Guarantor Senior Debt may have been issued, as their interest may appear, for application to the payment of all Obligations with respect to such Guarantor Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt. With respect to the holders of the Guarantor Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 12, and no implied covenants or obligations with respect to the holders of the Guarantor Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Guarantor Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Subsidiaries or any other Person money or assets to which any holders of Guarantor Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 12, 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 other provisions of this Article Thirteen, the Trustee or any holder receives any payment or distribution in respect of the Notes or of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge received notice in accordance with Section 1310 that such payment or distribution is prohibited by this Section 41303 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 the Senior Guarantees as their interests may appear Indebtedness remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under the any indenture or other agreement (if any) pursuant to which the any instruments representing any of such Senior Guarantees Indebtedness may have been issued, as their respective interests may appearratably according to aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all obligations with respect to the Senior Guarantees Indebtedness remaining unpaid unpaid, to the extent necessary to pay or to provide for the payment of all such obligations in full in cash or Cash Equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that, notwithstanding the other provisions of this Article Thirteen, a Holder receives any payment or distribution of any Obligations with respect to the Notes at a time when such payment or distribution is prohibited by Section 1303 hereof, such payment or distribution shall be paid forthwith over and delivered, upon written request, to, the holders of Senior GuaranteesIndebtedness remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments representing any of such Senior Indebtedness may have been issued, ratably according to aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by such, for application to the payment of all obligations with respect to Senior Indebtedness remaining unpaid, to the extent necessary to pay or to provide for the payment of all such obligations in full in cash or Cash Equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article Thirteen, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article Thirteen, 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge (provided by formal notice in accordance with Section 10.05 hereof in the case of the Trustee) that such payment is prohibited by this Section 410.04 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee receives or is holding, or any holder receives Holder receives, any payment of any obligations principal, premium and interest with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge (in the case of the Trustee as described in Section 13.11 hereof), that such payment is prohibited by this Section 413.02 or 13.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 11, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall mistakenly pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Issuers or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 13, 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 Holder receives any payment or distribution of any obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment or distribution is prohibited by this Section 4Sections 1302 or 1303, such payment or distribution shall be held by the Trustee or such holder, in trust Holder for the benefit of, and shall be paid forthwith over and delivered, delivered upon written request, request to, the holders of the Senior Guarantees Indebtedness as their interests may appear or to their representative Representative under the indenture or other agreement (if any) pursuant to which the such Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness, and to fully cash collateralize all outstanding Letter of Credit Obligations. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article Thirteen, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article Thirteen, except if such payment or distribution is made as a result of the willful misconduct or gross negligence of the Trustee. Nothing in this Section 1305 shall 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 Indebtedness or their Representative.

When Distribution Must Be Paid Over. In the event that that, notwithstanding the foregoing, the Trustee or any holder receives Holder receives, any payment of any obligations with respect to principal, premium, interest or Additional Interest, if any, on the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.02 or 10.03 hereof, such payment shall be held by the Trustee or such holderHolder, 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 Senior Guarantees Company as their interests may appear or their representative under the this indenture or other agreement (if any) pursuant to which Senior Debt of the Senior Guarantees Company may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to Senior Debt of the Senior Guarantees Company remaining unpaid to the extent necessary to pay such obligations Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of 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 GuaranteesDebt 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 Debt of the Senior GuaranteesCompany, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt of the Senior Guarantees Company shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of the Senior GuaranteesCompany, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person Person, money or assets to which any holders of Senior Guarantees Debt of the Company shall be entitled by virtue of this Section 4Article 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 Noteholder receives any payment of any obligations cash, property or securities with respect to the Note Guarantee Notes at a time when a Trust Responsible Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment receipt is prohibited by this Section 412.04, such payment cash, property or securities shall be held by the Trustee or such holderNoteholder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written writing request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees Indebtedness remaining unpaid to the extent necessary to pay such obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. If a distribution is made to the Trustee or any Noteholder that because of this Article should not have been made to it, the Trustee or such Noteholder 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 GuaranteesIndebtedness as their interests may appear, or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of the Senior Guarantees, Indebtedness the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Guaranteesindebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Noteholders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article, 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 Holder receives any payment of any obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 4(b) or (c) above, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Guarantor Senior Debt of the Senior Guarantees Guarantor as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the such Guarantor Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the such Guarantor Senior Guarantees 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 Guarantor Senior Debt of the Senior GuaranteesGuarantor. 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 Article 10 of the Indenture, and no implied covenants or obligations with respect to the holders of Senior GuaranteesDebt. In the event that any Holder receives any payment of any Subordinated Note Obligations at any time when such payment is prohibited by Section (b) or (c) above, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the Holders of Guarantor Senior Debt of the Guarantor as their interest may appear or their representative under the indenture or other agreement (if any) pursuant to which such Guarantor Senior Debt may have been issued, as their interest may appear, for the application to the payment of all Obligations with respect to such 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 Section 4 7, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Guarantor Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Guarantor or any other Person money or assets to which any holders of Guarantor Senior Guarantees Debt shall be entitled by virtue of this Section 47, 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 Subordinated Debenture Trustee or any holder Holder receives any payment of any obligations Obligations (other than, in the case of the Subordinated Debenture Trustee, fees, expenses and all other amounts payable pursuant to Section 7.07 hereof) with respect to the Note Guarantee Securities at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.04 hereof, then and in such event (but with respect to the Subordinated Debenture Trustee, subject to the provisions of Section 10.12 hereof) such payment shall be held by the Subordinated Debenture Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Debt as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations with respect Obligations due to the holders of Senior Guarantees 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. If a distribution is made to the Subordinated Debenture Trustee or any Holder (other than, in the case of the Subordinated Debenture Trustee, fees, expenses and all other amounts payable pursuant to Section 7.07 hereof) that because of this Article 10 should not have been made to it, the Subordinated Debenture Trustee (subject to the provision of Section 10.12 hereof) or such Holder 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 GuaranteesDebt 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 due to the holders of 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 the Senior GuaranteesDebt, the Subordinated Debenture Trustee undertakes to perform only such obligations on the part of the Subordinated Debenture Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Subordinated Debenture Trustee. The Subordinated Debenture Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Subordinated Debenture Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 10, except if unless such payment or distribution is made as a result of the willful misconduct or gross negligence of the Subordinated Debenture Trustee.

When Distribution Must Be Paid Over. In the event ----------------------------------- that the Trustee or any holder Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article X or in Section 4 9.02(b), and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, 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 Guarantee or any Guaranteeing Subsidiary Holders or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article X, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder of Exchange Debentures receives any payment of any obligations Obligations with respect to the Note Guarantee Exchange Debentures at a time when a Trust Responsible Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.03, 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 the Senior Guarantees as their interests may appear Debt (or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued), as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. 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 GuaranteesDebt (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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, 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 Exchange Debentures or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 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 Holder receives any payment or distribution of any obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment or distribution is prohibited by this Section 4Sections 1402 or 1403, such payment or distribution shall be held by the Trustee or such holder, in trust Holder for the benefit of, and shall be paid forthwith over and delivered, delivered upon written request, request to, the holders of the Senior Guarantees Indebtedness as their interests may appear or to their representative Representative under the indenture or other agreement (if any) pursuant to which the such Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees Indebtedness remaining unpaid to the extent necessary to pay such obligations Senior Indebtedness in full in cash in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the benefit of holders of the Senior GuaranteesIndebtedness, and to fully cash collateralize all outstanding Letter of Credit Obligations. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article Fourteen, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article Fourteen, except if such payment or distribution is made as a result of the willful misconduct or gross negligence of the Trustee.. Nothing in this Section 1405 shall 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 Indebtedness or their Representative. 105

When Distribution Must Be Paid Over. In the event that If the Trustee or any holder Holder of a Note receives any payment or distribution on account of any obligations Obligations with respect to the Note Guarantee Notes or acquisition, repurchase, redemption, retirement or defeasance of any of the Notes shall be made by or on behalf of the Company (including any payments or distribution by any liquidating trustee or agent or other Person in a proceeding referred to in Section 13.02) and received by the Trustee or any Holder at a time when a Trust Officer such payment or distribution was prohibited by the provisions of the Trustee Section 13.02 or 13.03 or such holderpayment or distribution was required to be made to holders of Senior Debt or their Representative, as applicable, has actual knowledge that such payment is prohibited by this Section 4then, such payment or distribution shall be received, segregated from other funds or assets and held in trust by the Trustee or such holderHolder, in trust as the case may be, for the benefit of, and shall be promptly paid forthwith or delivered over and delivered, upon written request, to, the holders of the Senior Guarantees as their interests may appear Debt or their representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees may have been issuedRepresentative, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees remaining unpaid to the extent necessary to pay such obligations in full ratably in accordance with their termsthe respective amounts of the principal of such Senior Debt, after giving effect to any concurrent payment interest (including Accrued Bankruptcy Interest) thereon and all other Obligations with respect thereto held or represented by each, until the principal of all Senior Debt, interest (including Accrued Bankruptcy Interest) thereon and all other Obligations with respect thereto have been paid in full and all outstanding Letter of Credit Obligations have been fully collateralized. Any distribution to or for the holders of the Senior GuaranteesDebt or their Representative of assets may be held by such holders or such Representatives as additional collateral without any duty to any 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 13, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders Holders of the Note Guarantee Notes or any Guaranteeing Subsidiary the Issuer or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 13, 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 the event that Company shall make any payment to the Trustee on account of the principal of, or premium, if any, or interest on, and Liquidated Damages, if any, with respect to, the Securities, or any holder receives other Obligation in respect of the Securities, or the Holders shall receive from any source any payment on account of any obligations the principal of, or premium, if any, or interest on, and Liquidated Damages, if any, with respect to to, the Note Guarantee Securities or any Obligation in respect of the Securities, at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 4Article 10, such payment shall be held by the Trustee or such holder, Holders shall hold such payment in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Indebtedness (pro rata as to each of such holders on the basis of the respective amounts of Senior Guarantees as their interests may appear Indebtedness they hold) or their representative Representative or the trustee under the indenture or other agreement (if any) pursuant to which the this Article 10, Senior Guarantees Indebtedness may have been issuedIssued, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees Indebtedness remaining unpaid to the extent necessary to pay such obligations all Senior Indebtedness in full in cash in accordance with their its terms, after giving effect to any concurrent payment or distribution to or for the holders of the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the its part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 10, except if such payment is made as at a result time when a Trust Officer has knowledge that the terms of the willful misconduct or gross negligence of the Trusteethis Article 10 prohibit such payment.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder of Subordinated Securities receives any payment of any obligations or distribution with respect to the Note Guarantee Subordinated Securities at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment or distribution is prohibited by this Section 413.03 or Section 13.04 hereof, such payment or distribution shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be segregated from other funds and property of the Trustee or such Holder of Subordinated Securities and be paid forthwith over and delivereddelivered in the same form as received (with any necessary endorsement), upon written request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture this Indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, 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 Subordinated Securities or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article, 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 Holder receives any payment payments of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer an officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 411.3 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 Representative of the holders of the Senior Guarantees as their interests may appear Debt of AirGate or their representative any Guarantor under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests its interest may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. If a distribution is made to the Trustee or any Holder that because of this Article XI should not have been made to it, the Trustee or such Holder who receives the distribution shall hold it in trust for the benefit of, and upon written request pay it over to, the Representative of the holders of Senior GuaranteesDebt under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as its 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article XI, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, 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 Guarantee Holders or any Guaranteeing Subsidiary AirGate or any other Person person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4, Article XI 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 Holder receives any payment of any obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.02 or 10.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Debt as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. In the event that any Holder receives any payment of any Subordinated Note Obligations at any time when such payment is prohibited by Section 10.02 or 10.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the Holders of Senior GuaranteesDebt 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 interest may appear, for the application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extend necessary to pay such Obligations in full 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 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 Obligations with respect to the Note Guarantee a Subsidiary Guarantor at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 412.02 or 12.03 hereof, such payment shall be held by the Trustee Trustee, for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Senior Debt (or their representatives), as their respective interests may appear, under the indenture or other agreement (if any) pursuant to which such holderSenior Debt may have been issued 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. In the event that any Holder receives any payment of any Obligations of a Subsidiary Guarantor at a time when such payment is prohibited by Section 12.02 or 12.03 hereof, such payment shall be held by such Holder in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, request to, the holders of the Senior Guarantees as their interests may appear Debt (or their representative representative) under the indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt may have been issued, as their respective interests may appear, issued for application to the payment of all obligations Obligations with respect to the such Senior Guarantees 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 the Senior Guarantees. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 12, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Guarantors or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 12, 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, Holder has actual knowledge acknowledge that such payment is prohibited by this Section 411.02 or Section 11.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness of the Senior Guarantees Company as their interests may appear appear, or their representative Representatives under the indenture or other agreement (if any) pursuant to which Senior Indebtedness of the Senior Guarantees Company may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to Senior Indebtedness of the Senior Guarantees Company remaining unpaid to the extent necessary to pay such obligations Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Company. If a distribution is made to the Trustee or any Holder that because of this Article 11 should not have been made to it at a time when the Trustee or such Holder has actual knowledge that such distribution should not have been made to it, the Trustee or such Holder 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 GuaranteesIndebtedness of the Company as their interests may appear, or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness of the Company may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness 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 Indebtedness of the Company. With respect to the holders of Senior Indebtedness of the Senior GuaranteesCompany, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 11 and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Senior Guarantees Company shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Senior Guarantees, Company and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness of the Company shall be entitled by virtue of this Section 4Article 11, except if such payment is made as a result of the negligent action, its own negligent failure to act or its own willful misconduct conduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder receives any payment of any obligations 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 Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 45.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 5, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 5, 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from any defeasance trust established pursuant to Article 8 hereof, or funds deposited pursuant to Section 12.01) at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Debt upon their written request as their interests may appear or their representative Representative under the indenture this Indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesDebt. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 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 10.03 and 10.04, any direct or indirect Securities Payment (other than payments in Permitted Junior Securities) on account of principal of or interest on or other Obligations with respect to the Senior Subordinated Notes shall be made by or on behalf of the Company (including any payments or distribution by any liquidating trustee or agent or other Person in a proceeding referred to in Section 10.03) and received by the Trustee or any holder receives any payment Holder of any obligations with respect to the Note Guarantee Senior Subordinated Notes at a time when a Trust Officer such Securities Payment or distribution was prohibited by the provisions of the Trustee Section 10.03 or 10.04 or such holderSecurities Payment was required to be made to holders of Senior Debt or their Representatives, as applicablethen, has actual knowledge that unless and until such payment or distribution is no longer prohibited by this Section 410.03 or 10.04, such payment Securities Payment or distribution shall be received, segregated from other funds or assets and held in trust by the Trustee or such holderHolder of Senior Subordinated Notes, in trust as the case may be, for the benefit of, and shall be immediately paid forthwith or delivered over and delivered, upon written request, to, the holders of the Senior Guarantees as their interests may appear Debt or their representative under Representatives, ratably in accordance with the indenture respective amounts of the principal of such Senior Debt, interest (including Accrued Bankruptcy Interest) thereon and all other Obligations with respect thereto held or represented by each, until the principal of all Senior Debt, interest (including Accrued Bankruptcy Interest) thereon and all other agreement (if any) pursuant to which the Senior Guarantees may Obligations with respect thereto have been issued, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees remaining unpaid to the extent necessary to pay such obligations paid in full in accordance with their terms, after giving effect cash or Cash Equivalents or otherwise in a manner satisfactory to any concurrent payment or distribution to or for the holders of such Senior Debt. Any distribution to the holders of Senior GuaranteesDebt or their Representatives of assets other than cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt may be held by such holders or such Representatives as additional collateral without any duty to the Holder of Senior Subordinated Notes 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, 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 Senior Subordinated Notes or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee. Nothing in this Section 10.06 shall affect the obligation of any Person other than the Trustee to hold such payment or distribution for the benefit of, and to pay or deliver such payment or distribution over to, the holders of Senior Debt or their Representatives.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder receives any payment of any obligations Obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that received written notice at least two Business Days prior to such payment is prohibited by this Section 410.02 or 10.03 hereof, such payment shall be held by the Trustee or such holderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, request to, the holders of the Senior Guarantees Debt as their interests interest may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests interest may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. In the event that any Holder receives any payment of any Obligations with respect to the Subordinated Note Obligations at a time when such payment is prohibited by Section 10.02 or 10.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Senior GuaranteesDebt as their 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 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee receives or is holding, or any holder receives Holder receives, any payment of any obligations principal, premium, interest and Liquidated Damages, if any, with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge (in the case of the Trustee as described in Section 11.11 hereof), that such payment is prohibited by this Section 411.02 or 11.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture Indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 11, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall mistakenly pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 11, 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 other provisions of this Article Thirteen, the Trustee or any holder receives any payment or distribution of the Debentures or of any obligations Obligations with respect to the Note Guarantee Debentures at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment or distribution is prohibited by this Section 41303 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 the Senior Guarantees as their interests may appear Indebtedness remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under the any indenture or other agreement (if any) pursuant to which the any 125 instruments representing any of such Senior Guarantees Indebtedness may have been issued, as their respective interests may appearratably according to aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all obligations with respect to the Senior Guarantees Indebtedness remaining unpaid unpaid, to the extent necessary to pay or to provide for the payment of all such obligations (including Post-Commencement Interest and Expense Claims) in full in cash or Cash Equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that, notwithstanding the other provisions of this Article Thirteen, a Holder receives any payment or distribution of any Obligations with respect to the Debentures at a time when such payment or distribution is prohibited by Section 1303 hereof, such payment or distribution shall be paid forthwith over and delivered, upon written request, to, the holders of Senior GuaranteesIndebtedness remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments representing any of such Senior Indebtedness may have been issued, ratably according to aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by such, for application to the payment of all obligations with respect to Senior Indebtedness remaining unpaid, to the extent necessary to pay or to provide for the payment of all such obligations (including Post-Commencement Interest and Expense Claims) in full in cash or Cash Equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article Thirteen, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article Thirteen, except if such payment is made as 126 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 4, 10.03 hereof; such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 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 Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.02 or 10.03 hereof, such payment 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, to, the holders of the Senior Guarantees Debt as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. In the event that any Holder receives any payment of any Obligations with respect to the Notes at a time when such payment is prohibited by Section 10.02 or 10.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior GuaranteesDebt 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt of the Senior Guarantees Issuers as their interests may appear or their representative Representative under the indenture this Indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the such Senior Guarantees 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 the such Senior GuaranteesDebt. With respect to the holders of Senior Debt of the Senior GuaranteesIssuers, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the such Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the such Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Issuers or any other Person money or assets to which any holders of such Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 10, except if such payment is made when the Trustee has actual knowledge of any facts that would cause such payment to violate this Article 10 (which shall include any notice by BankBoston, N.A. that a default described in Section 10.03 (a) or (b) hereof has occurred under the Credit Facility) or 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 Holder receives from a Guarantor any payment of any obligations Obligations with respect to the Note Guarantee Notes or any other Obligation guaranteed hereby at a time when a Trust Officer of the Trustee or such holder, as applicable, Holder has actual knowledge that such payment is prohibited by this Section 410.03 or Section 10.04 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness of such Guarantor as their interests may appear appear, or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness of such Guarantor may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees Indebtedness of such Guarantor remaining unpaid to the extent necessary to pay such obligations Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of such Guarantor. If a distribution is made to the Trustee or any Holder that because of this Article 10 should not have been made to it at a time when the Trustee or such Holder has actual knowledge that such distribution should not have been made to it, the Trustee or such Holder 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 GuaranteesIndebtedness of such Guarantor as their interests may appear, or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness of such Guarantor may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness 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 Indebtedness of such Guarantor. With respect to any Guarantor, with respect to the holders of the Senior GuaranteesIndebtedness of such Guarantor, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness of such Guarantor shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness 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 of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness of such Guarantor shall be entitled by virtue of this Section 4Article 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee 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 Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.03 hereof, such payment shall will be held by the Trustee or such holderHolder, in trust for the benefit of, and shall will be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the agreement, indenture or other agreement document (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees Indebtedness remaining unpaid to the extent necessary to pay such obligations Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, but only to the extent that the holders of such Senior GuaranteesIndebtedness (or their Representative or Representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Senior Indebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such those obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees shall Indebtedness will be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall will not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, 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 of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees shall be Indebtedness are then entitled by virtue of this Section 4Article 10 or otherwise, except if such payment violates this Article 10 and 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 Company shall make any payment to the Trustee on account of any obligations the principal of, premium, if any, interest on and Liquidated Damages, if any, with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.03, 10.04 or 10.05 hereof, such payment shall be held by the Trustee or such holderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness (pro rata as to each of such holders on the basis of the respective amounts of Senior Guarantees as their interests may appear Indebtedness held by them) or their representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees may have been issuedrepresentative, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees remaining unpaid to the extent necessary to pay such obligations Indebtedness in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. If a distribution is made to Holders that because of this Article X should not have been made to them, the Holders who receive the distribution shall hold it in trust for holders of Senior GuaranteesIndebtedness (pro rata as to each of such holder on the basis of the respective amounts of Senior Indebtedness held by them) or their representative, as their respective interests may 69 71 appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness 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 the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 and Article X, no implied covenants or obligations with respect to the holders Holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Guarantees, 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 Guarantee or any Guaranteeing Subsidiary or any other Person money or assets to which any holders of Senior Guarantees shall be entitled by virtue of this Section 4, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeIndebtedness.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder of Senior Subordinated Notes receives any payment of any obligations Obligations with respect to the Note Guarantee Senior Subordinated Notes at a time when a Trust Responsible Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.04 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, to the holders of Senior Debt of the Senior Guarantees Company as their interests may appear or their representative under the indenture Indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt may have been issued, as their respective interests may appearset forth in a writing provided to the Trustee and consented to by all Representatives of the holders of Senior Debt of the Company, for application to the payment of all obligations Obligations with respect to the such Senior Guarantees Debt remaining unpaid to the extent necessary to pay such obligations Obligations in full in accordance with their terms, after giving effect affect to any concurrent payment or distribution to or for the holders of the such Senior GuaranteesDebt. With respect to the holders of Senior Debt of the Senior GuaranteesCompany, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the such Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of the Senior GuaranteesCompany, 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 Senior Subordinated Notes of the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of such Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 10, except if such payment is made as at a result time when a Responsible Officer has actual knowledge that the terms of the willful misconduct or gross negligence of the Trusteethis Article 10 prohibit such payment.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder of Subordinated Debt of an Obligor receives any payment in respect of any obligations with respect Subordinated Debt of such Obligor (except in Permitted Junior Securities or from the trust pursuant to the Note Guarantee Article Eight hereof) at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 4Article Ten, such payment shall be held by the Trustee or such holder, as applicable, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, delivered to the holders of the Senior Guarantees Debt of such Obligor as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees may have been issuedRepresentative, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees Debt of such Obligor remaining unpaid to the extent necessary to pay such obligations Senior Debt in full in cash in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of the Senior GuaranteesDebt of such Obligor. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article Ten and elsewhere in this Indenture, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt. 84 All money and U.S. Government Obligations deposited in trust with the Senior GuaranteesTrustee pursuant to and in accordance with Article Eleven shall be for the sole benefit of the Holders and shall not be subject to this Article Ten. Otherwise, any deposit of assets by an Obligor with the Trustee or any Paying Agent (whether or not in trust) for the payment of any Subordinated Debt shall be subject to the provisions of this Article Ten; provided that, if prior to the second Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 10.11, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be liable affected by any notice to any the contrary which may be received by it on or after such holders if date. The preceding sentence shall be construed solely for the benefit of the Trustee and each Paying Agent and shall pay over or distribute to or on behalf not otherwise affect the rights of holders of Senior Debt or the Note Guarantee or any Guaranteeing Subsidiary or any other Person money or assets to which any obligations of holders of Senior Guarantees shall be entitled by virtue of Subordinated Debt or the Obligors under this Section 4, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeArticle Ten.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Securityholder receives any payment of any obligations Obligations with respect to any series of Securities (except in Permitted Junior Securities or from the Note Guarantee trust pursuant to Article XI hereof) at a time when a Trust Officer of the Trustee or such holderSecurityholder, as applicable, has actual knowledge that such payment is prohibited by this Section 4Article XIII, such payment shall be held by the Trustee or such holderSecurityholder, as applicable, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, to the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article XIII, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article XIII, 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 Noteholder (or any holder of Common Stock received upon the conversion of any Note) receives any payment of any obligations principal or interest with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 415.3 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 the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article XV, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Guarantees, Indebtedness and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Noteholders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article XV, 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 Note Guarantee at a time when a Trust Officer Securities in contravention of the Trustee 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 this Section 4way 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 Secured Indebtedness, and shall be immediately paid forthwith over and delivered, upon written request, to, delivered to the holders of the Senior Guarantees as their interests may appear Secured Indebtedness or their representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees may have been issuedrepresentative, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees remaining unpaid to the extent necessary to pay such obligations make payment in full of all Obligations due in accordance with their termsrespect of Secured Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Secured Indebtedness; provided, however, that the Senior Guaranteesforegoing shall apply to the Trustee only if a Responsible 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 the Senior GuaranteesSecured Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article XI, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Secured Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesSecured Indebtedness, 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 of Securities or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person person money or assets to which any holders of Senior Guarantees Secured Indebtedness shall be entitled by virtue of this Section 4, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeArticle XI.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, Holder has actual knowledge that such payment is prohibited by this Section 410.3 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, to the holders and owners of the Senior Guarantees Indebtedness as their interests may appear or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 and owners of Senior Indebtedness. If a distribution is made to the Trustee or any Holder that because of this Article 10 should not have been made to it, the Trustee or such Holder who receives the distribution shall hold it in trust for the benefit of, and, upon written request, pay it over to, the holders and owners of Senior GuaranteesIndebtedness as their interests may appear, or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations 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 and owners of Senior Indebtedness. With respect to the holders and owners of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10 and no implied covenants or obligations with respect to the holders or owners of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders or owners of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders or owners if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person person money or assets to which any holders or owners of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 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 Holder receives any payment payments of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer an officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 412.3 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 Representative of the holders of the Senior Guarantees as their interests may appear Debt of AirGate or their representative any Guarantor under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests its interest may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. If a distribution is made to the Trustee or any Holder that because of this Article XII should not have been made to it, the Trustee or such Holder who receives the distribution shall hold it in trust for the benefit of, and upon written request pay it over to, the Representative of the holders of Senior GuaranteesDebt under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as its 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article XII, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, 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 Guarantee Holders or any Guaranteeing Subsidiary AirGate or any other Person person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4, Article XII 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 or any holder other Person receives any payment or distribution of the Company’s assets of any obligations kind in contravention of any of the terms of the Indenture or the Notes, whether in cash, property or securities (including, without limitation, by way of set-off or otherwise) with respect to any Obligations under the Note Guarantee Notes before all Senior Debt is paid in full in cash (or other payment satisfactory to the holders of the Senior Debt) at a time when a Trust Officer (i) such payment is prohibited by the provisions of this Article XI, or (ii) the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by the provisions of this Section 4Article XI, then the recipient of such payment shall be held by the Trustee or such holder, hold it in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the to holders of the Senior Guarantees Debt as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesDebt. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article XI, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, 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 Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article XI, 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 Holder of Notes receives any payment of any obligations or distribution with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment or distribution is prohibited by this Section 410.04 hereof, such payment or distribution shall be held by the Trustee or such holderHolder, 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 the Senior Guarantees Debt as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesDebt. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, 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 Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or 73 77 assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee receives or is holding, or any holder receives Holder receives, any payment of any obligations with respect to principal, premium or interest on the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge (in the case of the Trustee as described in Section 11.11 hereof), that such payment is prohibited by this Section 411.2 or 12.3 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative to the Representative or agent under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article XI, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article XI, 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 Holder of Notes receives any payment of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder of Notes, as applicable, has actual knowledge that such payment is prohibited by this Section 410.04 hereof, such payment shall be held by the Trustee or such holderHolders of Notes, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written requestto the agent under the New Credit Facility with respect to Obligations thereunder or, toif no Obligations or commitments are outstanding thereunder as provided in Section 10.03 hereof, to the holders of other Senior Indebtedness or the Senior Guarantees as their interests may appear or their representative Representative for such other holders under the indenture or of other agreement (if any) pursuant to which the such other Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the New Credit Facility and, if no Obligations or commitments with respect thereto are outstanding as provided in Section 10.03 hereof, all other Senior Guarantees Indebtedness remaining unpaid to the extent necessary to pay such obligations Obligations in full in accordance with their termsterms and Section 10.03 hereof, after giving effect to any concurrent payment or distribution to or for the holders of the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders Holder of Notes or the Note Guarantee Company or any Guaranteeing Subsidiary Holdings or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 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 Holder receives any payment of any obligations Obligations with respect to the Notes or under a Note Guarantee at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issuedissued or incurred, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 48(d) hereof, such payment shall be held by the Trustee or such holderHolder, 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 the Guarantor Senior Guarantees Debt as their interests may appear or their representative (the "Representative") under the indenture or other agreement (if any) pursuant to which the Guarantor Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Guarantor Senior Guarantees 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 the Guarantor Senior GuaranteesDebt. With respect to the holders of the Guarantor Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 8, and no implied covenants or obligations with respect to the holders of the Guarantor Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture Guarantee against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Guarantor Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Guarantor or any other Person money or assets to which any holders of Guarantor Senior Guarantees Debt shall be entitled by virtue of this Section 48, 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes (except in Permitted Junior Securities or from the trust pursuant to ARTICLE 12 hereof) at a time when a Trust Officer of such payment is prohibited by ARTICLE 14 hereof and the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 4ARTICLE 14 hereof, such payment shall be held by the Trustee or such holderHolder, as applicable, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, to the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. 114 With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 ARTICLE 14, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4ARTICLE 14, 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 BDI receives any payment or distribution of any obligations with kind or character, whether in cash, properties or securities, in respect to the Note Guarantee of any Management Fees under this Agreement at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment or distribution is prohibited by this Section 44 and BDI has actual knowledge that the payment is prohibited, such payment shall be held by the Trustee or such holderBDI, 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 Notes held by the Holders), to the holders Holders of the Senior Guarantees as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees may have been issued, as their respective interests may appear, for application to the payment of all obligations Notes with respect to the Senior Guarantees Notes remaining unpaid to the extent necessary to pay such obligations the Obligations in full in accordance with their termsfull, after giving effect to any concurrent payment or distribution to or for the holders Holders of the Senior GuaranteesNotes. With respect If BDI is required by any court or otherwise to deliver payments it received by the Company to a Holder of the Notes, any amount so paid to the holders extent theretofore discharged, shall be reinstated in full force and effect. To the extent any payment of the Senior Guarantees, the Trustee undertakes to perform only such obligations Obligations on the part of the Trustee as are specifically set forth in this Section 4 and no implied covenants or obligations with respect to the holders of the Senior Guarantees shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Guarantees, and shall not be liable to any such holders if the Trustee shall pay over or distribute to Notes (whether by or on behalf of holders the Company, as proceeds of the Note Guarantee security or enforcement of any Guaranteeing Subsidiary 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 money under any bankruptcy, insolvency, receivership, fraudulent conveyance or assets to which any holders of Senior Guarantees shall be entitled by virtue of this Section 4similar law, except then, if such payment is made recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Obligations on the Notes or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as a result of the willful misconduct or gross negligence of the Trusteeif such payment had not occurred.

When Distribution Must Be Paid Over. In the event that If the Trustee or any holder Holder of a Note receives any payment or distribution on account of any obligations Obligations with respect to the Note Guarantee Notes or acquisition, repurchase, redemption, retirement or defeasance of any of the Notes shall be made by or on behalf of the Company (including any payments or distribution by any liquidating trustee or agent or other Person in a proceeding referred to in Section 11.02) and received by the Trustee or any Holder at a time when a Trust Officer such payment or distribution was prohibited by the provisions of the Trustee Section 11.02 or 11.03 or such holderpayment or distribution was required to be made to holders of Senior Debt or their Representative, as applicable, has actual knowledge that such payment is prohibited by this Section 4then, such payment or distribution shall be received, segregated from other funds or assets and held in trust by the Trustee or such holderHolder, in trust as the case may be, for the benefit of, and shall be promptly paid forthwith or delivered over and delivered, upon written request, to, the holders of the Senior Guarantees as their interests may appear Debt or their representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees may have been issuedRepresentative, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees remaining unpaid to the extent necessary to pay such obligations in full ratably in accordance with their termsthe respective amounts of the principal of such Senior Debt, after giving effect to any concurrent payment interest (including Accrued Bankruptcy Interest) thereon and all other Obligations with respect thereto held or represented by each, until the principal of all Senior Debt, interest (including Accrued Bankruptcy Interest) thereon and all other Obligations with respect thereto have been paid in full and all outstanding Letter of Credit Obligations have been fully collateralized. Any distribution to or for the holders of the Senior GuaranteesDebt or their Representative of assets may be held by such holders or such Representatives as additional collateral without any duty to any 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 11, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders Holders of the Note Guarantee Notes or any Guaranteeing Subsidiary the Issuer or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 11, 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 Holder receives any payment of any obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 4(b) or (c) above, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Guarantor Senior Debt of the Senior Guarantees Guarantor as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the such Guarantor Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the such Guarantor Senior Guarantees 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 Guarantor Senior Debt of the Senior GuaranteesGuarantor. 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 Article 10 of the Indenture, and no implied covenants or obligations with respect to the holders of Senior GuaranteesDebt. In the event that any Holder receives any payment of any Subordinated Note Obligations at any time when such payment is prohibited by Section (b) or (c) above, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the Holders of Guarantor Senior Debt of the Guarantor as their interest may appear or their representative under the indenture or other agreement (if any) pursuant to which such Guarantor Senior Debt may have been issued, as their interest may appear, for the application to the payment of all Obligations with respect to such Guarantor Senior Debt remaining unpaid to the extend necessary to pay such Obligations in full accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt of the Guarantor. 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 Section 4 7, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Guarantor Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Guarantor or any other Person money or assets to which any holders of Guarantor Senior Guarantees Debt shall be entitled by virtue of this Section 47, 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 Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.02 or 10.03 hereof, such payment Payment shall be held by the Trustee or such holderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, request to, the holders of the Senior Guarantees Debt as their interests interest may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests interest may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. In the event that any Holder receives any payment of any Obligations with respect to the Notes at a time when such payment is prohibited by Section 10.02 or 10.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Senior GuaranteesDebt as their 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 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. 75 84 With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 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 other provisions of this Article Thirteen, the Trustee or any holder receives any payment or distribution in respect of the Securities or of any obligations Obligations with respect to the Note Guarantee Securities at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge received notice in accordance with Section 1310 that such payment or distribution is prohibited by this Section 41303 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 the Senior Guarantees as their interests may appear Indebtedness remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under the any indenture or other agreement (if any) pursuant to which the any instruments representing any of such Senior Guarantees Indebtedness may have been issued, as their respective interests may appearratably according to aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all obligations with respect to the Senior Guarantees Indebtedness remaining unpaid unpaid, to the extent necessary to pay or to provide for the payment of all such obligations in full in cash or Cash Equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that, notwithstanding the other provisions of this Article Thirteen, a Holder receives any payment or distribution of any Obligations with respect to the Securities at a time when such payment or distribution is prohibited by Section 1303 hereof, such payment or distribution shall be paid forthwith over and delivered, upon written request, to, the holders of Senior GuaranteesIndebtedness remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments representing any of such Senior Indebtedness may have been issued, ratably according to aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by such, for application to the payment of all obligations with respect to Senior Indebtedness remaining unpaid, to the extent necessary to pay or to provide for the payment of all such obligations in full in cash or Cash Equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article Thirteen, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article Thirteen, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder receives any payment or distribution of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 411.03 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 the Senior Guarantees Debt as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. In the event that a Holder receives any payment or distribution of any Obligations with respect to the Notes at a time when such payment is prohibited by Section 11.03 hereof, such payment or distribution shall be paid forthwith over and delivered, upon written request, to, the holders of Senior GuaranteesDebt 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 11, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 11, 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 Senior Subordinated Administrative Agent or any holder Senior Subordinated Lender receives any payment of any obligations with respect to the Note Guarantee Senior Subordinated Obligations (except in Permitted Junior Securities) at a time when a Trust Officer of the Trustee Senior Subordinated Administrative Agent or such holderSenior Subordinated Lender, as applicable, has actual knowledge that such payment is prohibited by this Section 4Article X, such payment shall be held by the Trustee Senior Subordinated Administrative Agent or such holderSenior Subordinated Lender, as applicable, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, to the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture this Agreement or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees Indebtedness remaining unpaid to the extent necessary to pay such obligations 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 the Senior GuaranteesIndebtedness. With respect to the holders of Senior Indebtedness, the Senior Guarantees, the Trustee Subordinated Administrative Agent undertakes to perform only such obligations on the part of the Trustee Senior Subordinated Administrative Agent as are specifically set forth in this Section 4 Article X, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture Agreement against the TrusteeSenior Subordinated Administrative Agent. The Trustee Senior Subordinated Administrative Agent shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee Senior Subordinated Administrative Agent shall pay over or distribute to or on behalf of holders of the Note Guarantee Senior Subordinated Lenders or any Guaranteeing Subsidiary Loan Party or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article X, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeSenior Subordinated Administrative Agent.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder receives any payment or distribution of any obligations kind or character, whether in cash, properties or securities, in respect of any Obligations with respect to the Note Guarantee 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 a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.03 or 10.04 hereof, such payment shall be held by the Trustee or such holderHolder, as the case may be, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written requestrequest (on a pro rata basis based on the aggregate principal amount of the Senior Debt), to, to the holders of the Senior Guarantees as their interests may appear Debt or their representative Representative under the indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt may have been issued, as their respective interests may appear, issued for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. If any Holder or the Trustee is required by any court or otherwise to deliver payments it received from the Company or a Guarantor to a holder of Senior GuaranteesDebt, any amount so paid to the extent theretofore discharged, shall be reinstated in full force and effect. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 120 129 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 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 Holder receives any payment of any obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.2 or 10.3 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for -113- 122 the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Debt as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the such Senior Guarantees 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. In the event that any Holder receives any payment of any Subordinated Note Obligations at any time when such payment is prohibited by Section 10.2 or 10.3 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Senior GuaranteesDebt as their interest 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 interest may appear, for the 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 Senior Debt. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes (except (A) in Permitted Junior Securities or (B) from payments and other distributions made from any trusts created pursuant to Article 8 or 12 hereof so long as, on the date or dates the respective amounts were paid into trust, such payments were made without violating any of the provisions of this Article 13) at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 413.03 hereof, such payment shall will be held by the Trustee or such holderHolder, in trust for the benefit of, and shall will be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Debt as their interests may appear or their representative Representative under the agreement, indenture or other agreement document (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesDebt. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 13, and no implied covenants or obligations with respect to the holders of the Senior Guarantees shall Debt will be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall will not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall will not be liable to any such holders if the Trustee in good faith shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary or any other Person Company money or assets to which any holders of Senior Guarantees shall be Debt are then entitled by virtue of this Section 4Article 13, 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 Guarantee Obligations with respect to the Note Guarantee a Guarantor at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 412.02 or 12.03 hereof, such payment shall be held by the Trustee or such holderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, request to, the holders of the Senior Guarantees Debt of such Guarantor as their interests interest may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt of such Guarantor may have been issued, as their respective interests interest may appear, for application to the payment of all obligations Obligations with respect to the such Senior Guarantees Debt of such Guarantor 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 such Senior Debt of such Guarantor. In the event that any Holder receives any payment of any Guarantee Obligations of a Guarantor at a time when such payment is prohibited by Section 12.02 or 12.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Senior GuaranteesDebt of such Guarantor as their interest may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Senior Debt of such Guarantor may have been issued, as their interest may appear, for application to the payment of all Obligations with respect to such 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 such Senior Debt of such Guarantor. With respect to the holders of Senior Debt of the Senior GuaranteesGuarantors, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 12, and no implied covenants or obligations with respect to the holders of Senior Debt of the Senior Guarantees Guarantors shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt of any Guarantor, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Guarantors or any other Person money or assets to which any holders of Senior Guarantees Debt of any Guarantor shall be entitled by virtue of this Section 4Article 12, 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 Guarantee Obligations with respect to the Note Guarantee a Guaranteeing Subsidiary at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 412.02 or 12.03 hereof, such payment shall be held by the Trustee or such holderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, request to, the holders of the Guarantor Senior Guarantees Debt of such Guaranteeing Subsidiary as their interests interest may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the such Guarantor Senior Guarantees Debt may have been issued, as their respective interests interest may appear, for application to the payment of all obligations Obligations with respect to the such Guarantor Senior Guarantees 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 such Guarantor Senior Debt. In the event that any Holder receives any payment of any Guarantee Obligations of a Guaranteeing Subsidiary at a time when such payment is prohibited by Section 12.02 or 12.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Guarantor Senior GuaranteesDebt of such Guaranteeing Subsidiary as their interest may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Guarantor Senior Debt may have been issued, as their interest may appear, for application to the payment of all Obligations with respect to such Guarantor Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt. With respect to the holders of the Guarantor Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 12, and no implied covenants or obligations with respect to the holders of the Guarantor Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Guarantor Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Subsidiaries or any other Person money or assets to which any holders of Guarantor Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 12, 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 the event that Company shall make any payment to the Trustee on account of the principal of, or premium, if any, or interest on, the Subordinated Exchange Notes, or any holder receives other Obligation in respect of the Subordinated Exchange Notes, or the Holders shall receive from any source any payment on account of the principal of, or premium, if any, or interest on, the Subordinated Exchange Notes or any obligations with Obligation in respect to of the Note Guarantee Subordinated Exchange Notes, at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 4Article 10, such payment shall be held by the Trustee or such holder, Holders shall hold such payment in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Indebtedness (pro rata as to each of such holders on the basis of the respective amounts of Senior Guarantees as their interests may appear Indebtedness they hold) or their representative Representative or the trustee under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issuedIssued, as their respective interests may appear, for application to the payment of all obligations with respect to the Senior Guarantees Indebtedness remaining unpaid to the extent necessary to pay such obligations all Senior Indebtedness in full in cash in accordance with their its terms, after giving effect to any concurrent payment or distribution to or for the holders of the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the its part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Guarantees, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 10, except if such payment is made as at a result time when a Trust Officer has knowledge that the terms of the willful misconduct or gross negligence of the Trusteethis article 10 prohibit such payment.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder of the Notes receives any payment of any obligations Obligations with respect to the Note Guarantee Notes (other than Permitted Junior Securities and payments made from either of the trusts created pursuant to Sections 8.01 and 12.01 hereof) at a time when the payment is prohibited by Section 10.03 hereof and a Trust Responsible Officer of the Trustee or such holderthe Holder, as applicable, has actual knowledge received written notice that such the payment is prohibited by this Section 410.03 hereof, such payment shall will be held by the Trustee or such holderHolder, in trust for the benefit of, and shall will be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the agreement, indenture or other agreement document (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such those obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees shall Indebtedness will be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall will not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, 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 of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees shall be Indebtedness are then entitled by virtue of this Section 4Article 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 Holder receives any payment of any obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.2 or 10.3 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Debt as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the such Senior Guarantees 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. In the event that any Holder receives any payment of any Subordinated Note Obligations at any time when such payment is prohibited by Section 10.2 or 10.3 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Senior GuaranteesDebt as their interest 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 interest may appear, for the 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 Senior Debt. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 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 upon or in respect of any obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.02 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 the Senior Guarantees as their interests may appear Debt (or their representative representative) under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. In the event that any Holder receives any payment on any Note at any time when such payment is prohibited by Section 10.02 or 10.03 hereof, such payment shall be held by such Holder in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Senior GuaranteesDebt (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 the application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extend necessary to pay such Obligations in full 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 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 Guarantee Obligations with respect to the Note Guarantee a Guaranteeing Subsidiary at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 412.02 or 12.03 hereof, such payment Payment shall be held by the Trustee or such holderTrustee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, request to, the holders of the Senior Guarantees Debt of such Guaranteeing Subsidiary as their interests interest may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt may have been issued, as their respective interests interest may appear, for application to the payment of all obligations Obligations with respect to the such Senior Guarantees 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 such Senior Debt. In the event that any Holder receives any payment of any Guarantee Obligations of a Guaranteeing Subsidiary at a time when such payment is prohibited by Section 12.02 or 12.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the holders of Senior GuaranteesDebt of such Guaranteeing Subsidiary as their interest 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 interest 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 12, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Subsidiaries or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 12, 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 Holder receives any payment of any obligations Obligations with respect to the Note Holdings Guarantee at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 4Article 10 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness of Holdings as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness of Holdings may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees Indebtedness of Holdings remaining unpaid to the extent necessary to pay such obligations Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of the Senior GuaranteesIndebtedness of Holdings. With respect to the holders of the Senior GuaranteesIndebtedness of Holdings, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness of Holdings shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness of Holdings, 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 Guarantee Holders or any Guaranteeing Subsidiary Holdings or any other Person money or assets to which any holders of Senior Guarantees Indebtedness of Holdings shall be entitled by virtue of this Section 4Article 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 Guarantee Obligations with respect to the Note Guarantee a Guarantor at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment is prohibited by this Section 412.02 or 12.03 hereof, such payment 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, to, the holders of the Senior Guarantees Debt of such Guarantor as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the such Senior Guarantees 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 such Senior Debt. In the event that any Holder receives any payment of any Guarantee Obligations of a Guarantor at a time when such payment is prohibited by Section 12.02 or 12.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior GuaranteesDebt of such Guarantor 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 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 12, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Guarantors or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 12, 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 in respect of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Responsible Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment or distribution is prohibited by this Section 410.03 or 10.04 hereof or in the event any Holder receives any payment of any Obligations with respect to the Notes at a time when such payment is prohibited by Section 10.03 or 10.04 hereof, such payment or distribution shall be held by the Trustee or such holder, Holder in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees as their interests may appear Debt or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees Debt remaining unpaid (including interest after the commencement of any such proceeding at the rate and on the terms specified in the applicable Senior Debt whether or not the claim for such interest is allowable or enforceable in such proceeding) to the extent necessary to pay such obligations 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 the Senior GuaranteesDebt. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Guarantees, 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 Guarantee or any Guaranteeing Subsidiary or any other Person money or assets to which any holders of Senior Guarantees shall be entitled by virtue of this Section 4, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeDebt.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder receives any payment or distribution in respect of any obligations Obligations with respect to the Note Guarantee Notes or the Guaranty at a time when a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment or distribution is prohibited by this Section 410.2 or 10.3 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness or Guarantor Senior Indebtedness, as applicable, as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness or Guarantor Senior Indebtedness, as applicable, may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees Indebtedness or Guarantor Senior Indebtedness, as applicable, remaining unpaid (including Post-Petition Interest, Expense and Indemnity Claims) to the extent necessary to pay such obligations Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of the Senior GuaranteesIndebtedness or Guarantor Senior Indebtedness, as applicable. With respect to the holders of the Senior GuaranteesIndebtedness, or Guarantor Senior Indebtedness, as applicable, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness or Guarantor Senior Indebtedness, as applicable, shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, or Guarantor Senior Indebtedness, as applicable, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness or Guarantor Senior Indebtedness, as applicable, shall be entitled by virtue of this Section 4Article 10, except if such payment is made as a result of the bad faith, willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder of Exchange Debentures receives any payment of any obligations Obligations with respect to the Note Guarantee 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 this Section 410.03 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 the Senior Guarantees as their interests may appear Indebtedness (or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued), as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees Indebtedness remaining unpaid to the extent necessary to pay such obligations Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 GuaranteesIndebtedness (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 the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, 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 Exchange Debentures or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 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 Holder receives any payment or distribution of or in respect of any obligations Obligations with respect to the Note Guarantee Securities or the Subsidiary Guarantees at a time when a Trust Officer of such payment or distribution is prohibited by Section 10.3 or Section 10.4 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 this Section 4, such payment shall be held by the Trustee 10.3 or 10.4) or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Debt or Guarantor Senior Debt, as the Senior Guarantees case may be, as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which such Senior Debt or Guarantor Senior Debt, as the Senior Guarantees case may be, may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to Senior Debt or Guarantor Senior Debt, as the Senior Guarantees case may be, 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 or Guarantor Senior Debt, as the Senior Guaranteescase may be. With respect to the holders of the Senior GuaranteesDebt and Guarantor Senior Debt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt or Guarantor Senior Debt, as the Senior Guarantees case may be shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt or Guarantor Senior Debt, and and, except as provided in Section 10.12, shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders Holders of Securities or the Note Guarantee or any Guaranteeing Company, the Subsidiary Guarantors or any other Person money or assets to which any holders of Senior Guarantees Debt and Guarantor Senior Debt shall be entitled by virtue of this Section 4Article 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 Holder receives any payment or distribution of any obligations kind or character, whether in cash, properties or securities, in respect of any Obligations with respect to the Note Guarantee 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 a Trust Officer of the Trustee or such holder, as applicable, has actual knowledge that such payment or distribution is prohibited by this Section 410.03 or 10.04 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to(on a pro rata basis based on the aggregate principal amount of such Senior Debt held by such holders), to the holders of Senior Debt of the Senior Guarantees as their interests may appear Company or their representative Representative under the indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt may have been issued, as their respective interests may appear, issued for application to the payment of all obligations Obligations with respect to the Senior Guarantees Debt remaining unpaid to the extent necessary to pay such obligations Obligations in full in cash or Cash Equivalents (other than Cash Equivalents of the type referred to in clauses (iii) and (iv) of the definition thereof) in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such 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 GuaranteesDebt, any amount so paid to the extent theretofore discharged, shall be reinstated in full force and effect. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Exchange Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of the Senior GuaranteesCompany, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee. To the extent any payment of Senior Debt of the Company (whether by or on behalf of the Company, 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.

When Distribution Must Be Paid Over. In the event that the Trustee or any holder Holder receives any payment of any obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 47(b) or 7(c) hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt of the Senior Guarantees Subsidiary Guarantor as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the such Senior Guarantees 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 of the Subsidiary Guarantor. In the event that any Holder receives any payment of any Subordinated Note Obligations at any time when such payment is prohibited by Section 7(b) or 7(c) hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the Holders of Senior GuaranteesDebt of the Subsidiary Guarantor as their interest 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 interest may appear, for the 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 Senior Debt. With respect to the holders of Senior Debt of the Senior GuaranteesSubsidiary Guarantor, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 7, and no implied covenants or obligations with respect to the holders of Senior Debt of the Senior Guarantees Subsidiary Guarantor shall be read into this Supplemental the Indenture or the Indenture this Subsidiary Guarantee against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of the Senior GuaranteesSubsidiary Guarantor, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Guarantor or any other Person money or assets to which any holders of Senior Guarantees Debt of the Subsidiary Guarantor shall be entitled by virtue of this Section 47, 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holder, as applicable, Holder has actual knowledge that such payment is prohibited by this Section 4Article 12, such payment or distribution shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, request to, the holders of the Senior Guarantees Debt as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees Debt remaining unpaid to the extent necessary to pay such obligations Obligations in full in accordance with their terms in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. If a distribution is made to the Trustee or any Holder that because of this Article 12 should not have been made to it, the Trustee or such Holder 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 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 the Senior GuaranteesDebt. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 12, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 12, 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 Holder receives any payment of any obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 4(b) or (c) above, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Guarantor Senior Indebtedness of the Senior Guarantees Subsidiary Guarantor as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the such Guarantor Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the such Guarantor Senior Guarantees 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 Guarantor Senior Indebtedness of the Subsidiary Guarantor. In the event that any Holder receives any payment of any Subordinated Note Obligations at any time when such payment is prohibited by Section (b) or (c) above, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the Holders of Guarantor Senior GuaranteesIndebtedness of the Subsidiary Guarantor as their interest may appear or their representative under the indenture or other agreement (if any) pursuant to which such Guarantor Senior Indebtedness may have been issued, as their interest may appear, for the application to the payment of all Obligations with respect to such Guarantor Senior Indebtedness remaining unpaid to the extend necessary to pay such Obligations in full accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Indebtedness of the Subsidiary Guarantor. With respect to the holders of the Guarantor Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 7, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Guarantor Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Guarantor or any other Person money or assets to which any holders of Guarantor Senior Guarantees Indebtedness shall be entitled by virtue of this Section 47, 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. The Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Notes under this Article 10. Failure to give such notice shall not affect the subordination of the Notes to Senior Debt. Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Notes, unless and until the Trustee shall have received a Payment Blockage Notice; and, prior to the receipt of any Payment Blockage Notice, the Trustee, subject to the provisions of Section 7.01 hereof, shall be entitled in all respects to assume that no such facts exist; PROVIDED, HOWEVER, that if a Responsible Officer of the Trustee shall not have received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of the principal amount, issue price, accrued original issue discount, redemption price, purchase price, Change of Control Offer Purchase Price or interest, if any, as the case may be, in respect of any Note), a Payment Blockage Notice, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary that may be received by it within three Business Days prior to such date. Subject to the provisions of Section 7.01 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee or agent on behalf of such holder), or a Representative of any of the foregoing, to establish that such notice has been given by a holder of Senior Debt (or a trustee or agent on behalf of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such Person pursuant to the terms of this Indenture pending judicial determination as to the rights of such Person to receive such payment. In the event that the Trustee or any holder Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has received a Payment Blockage Notice or otherwise has actual knowledge that such payment is prohibited by this Section 410.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Debt as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesDebt. With respect to the holders of the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 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 Holder receives any payment or distribution of assets of the Company or any obligations with respect to the Note Guarantee Guarantor (other than Junior Securities) at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.03 hereof, such payment or distribution shall be held by the Trustee or such holder, in trust for the benefit ofof the holders of such Senior Indebtedness, and shall be paid forthwith over and deliveredor delivered by the Trustee or the Holders of the Notes, upon written requestas the case may be, to, to the holders of the such Senior Guarantees as their interests may appear Indebtedness remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under the any indenture or other agreement (if any) pursuant to which the any instruments evidencing any of such Senior Guarantees Indebtedness may have been issued, as their respective interests may appearratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all obligations with respect to the such Senior Guarantees Indebtedness remaining unpaid unpaid, to the extent necessary to pay or to provide for the payment of all such obligations Senior Indebtedness in full in accordance with their terms, cash or Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to or for the holders of the such Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Guarantees, Indebtedness and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 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 Holder receives any payment of any obligations with respect to the Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 410.02 or 10.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Debt as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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. In the event that any Holder receives any payment of any Subordinated Note Obligations at any time when such payment is prohibited by Section 10.02 or 10.03 hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the Holders of Senior GuaranteesDebt 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 interest may appear, for the application to the payment of all Obligations with respect to Senior Debt 62 69 remaining unpaid to the extend necessary to pay such Obligations in full 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 the Senior GuaranteesDebt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 10, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Debt shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesDebt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Debt shall be entitled by virtue of this Section 4Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee receives or is holding, or any holder receives Holder receives, any payment of any obligations or distribution with respect to the Note Guarantee at a time when a Trust Officer Notes or any Guaranty of the Trustee or such holderNotes, as applicable, has actual knowledge that and such payment is prohibited by Section 11.02 or 11.03 hereof (except with respect to payments made from the Interest Reserve Account or the trust described under Article Eight if such funds were deposited in accordance with, and to the extent permitted by, this Section 4Article Eleven), such payment or distribution shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture this Indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article Eleven, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall mistakenly pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article Eleven, 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 Holder receives any payment of any obligations Obligations with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 411.3 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 11, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 11, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee receives or is holding, or any holder receives Holder receives, any payment of any obligations principal, premium, interest and Liquidated Damages, if any, with respect to the Note Guarantee Notes at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge (in the case of the Trustee as described in Section 11.11 hereof), that such payment is prohibited by this Section 411.02 or 11.03 hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, delivered to, the holders of the Senior Guarantees Indebtedness as their interests may appear or their representative Representative under the indenture or other agreement (if any) pursuant to which the Senior Guarantees Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the Senior Guarantees 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 the Senior GuaranteesIndebtedness. With respect to the holders of the Senior GuaranteesIndebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 Article 11, and no implied covenants or obligations with respect to the holders of the Senior Guarantees Indebtedness shall be read into this Supplemental Indenture or the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior GuaranteesIndebtedness, and shall not be liable to any such holders if the Trustee shall mistakenly pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Company or any other Person money or assets to which any holders of Senior Guarantees Indebtedness shall be entitled by virtue of this Section 4Article 11, 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 Holder receives any payment of any obligations with respect to the 180 Subordinated Note Guarantee Obligations at a time when a Trust Officer of the Trustee or such holderHolder, as applicable, has actual knowledge that such payment is prohibited by this Section 47(b) or 7(c) hereof, such payment shall be held by the Trustee or such holderHolder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt of the Senior Guarantees Subsidiary Guarantor as their interests may appear or their representative under the indenture or other agreement (if any) pursuant to which the such Senior Guarantees Debt may have been issued, as their respective interests may appear, for application to the payment of all obligations Obligations with respect to the such Senior Guarantees 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 of the Subsidiary Guarantor. In the event that any Holder receives any payment of any Subordinated Note Obligations at any time when such payment is prohibited by Section 7(b) or 7(c) hereof, such payment shall be held by such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request to, the Holders of Senior GuaranteesDebt of the Subsidiary Guarantor as their interest 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 interest may appear, for the 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 Senior Debt. With respect to the holders of Senior Debt of the Senior GuaranteesSubsidiary Guarantor, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Section 4 7, and no implied covenants or obligations with respect to the holders of Senior Debt of the Senior Guarantees Subsidiary Guarantor shall be read into this Supplemental the Indenture or the Indenture this Subsidiary Guarantee against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of the Senior GuaranteesSubsidiary Guarantor, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders of Holders or the Note Guarantee or any Guaranteeing Subsidiary Guarantor or any other Person money or assets to which any holders of Senior Guarantees Debt of the Subsidiary Guarantor shall be entitled by virtue of this Section 47, except 181 if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.