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

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 either of the trusts described in Article 8 or Article 12 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the a Trustee or any Holder receives any payment or distribution of or in respect of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) or the Note Guarantees at a time when the such payment or distribution is prohibited by Section 13.02 or Section 13.03 hereof, such payment or distribution shall be held by such Trustee or (if such Holder, as applicable, Trustee has actual knowledge that such payment or distribution is prohibited by Section 10.04 hereof, such payment will be held by the Trustee 13.02 or Section 13.03) or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Designated Senior Debt as their interests may appear or to their Representative under the agreement, indenture or other document agreement (if any) pursuant to which such Designated Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Designated Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Designated Senior Debt. With respect to the holders of Designated Senior Debt, the each Trustee undertakes undertake to perform only those such obligations on the part of the such Trustee as are specifically set forth in this Article 1013, and no implied covenants or obligations with respect to the holders of Designated Senior Debt will shall be read into this Indenture against the either Trustee. The Neither Trustee will not shall be deemed to owe any fiduciary duty to the holders of Designated Senior Debt, and will and, except as provided in Section 13.11, shall not be liable to any such holders if the a Trustee pays shall pay over or distributes distribute to or on behalf of Holders of the Notes or the Company Company, the Guarantors or any other Person money or assets to which any holders of Designated Senior Debt are then shall be entitled by virtue of this Article 1013, except if such payment is made as a result of the willful misconduct or gross negligence of the such Trustee.

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

When Distribution Must Be Paid Over. In the event that the Trustee Trustee, any holder of Securities or any Holder other person receives any payment or distribution of assets of the Company or any collateral security of any Obligations kind with respect to the Notes (other than Permitted Junior Securities and payments made from in contravention of any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee terms contained in this Indenture, whether in cash, property or such Holdersecurities, as applicableincluding, has actual knowledge that without limitation, by way of set-off or otherwise, then such payment is prohibited by Section 10.04 hereof, such payment will or distribution shall be held by the Trustee or such Holder, recipient in trust for the benefit ofof holders of Senior Debt, and will shall be paid forthwith over and delivered, upon written request, to, delivered to the holders of Senior Debt as their interests may appear or their Representative under the agreementrepresentative(s), indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termscash or other consideration satisfactory to such holders of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Senior Debt; provided, that the foregoing shall apply to the Trustee only if a Responsible Officer of the Trustee has actual knowledge (as determined in accordance with Section 8.02) that such payment or distribution is prohibited by this Indenture. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 109, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders holders of Securities or the Company or any other Person person money or assets to which any holders of Senior Debt are then shall be entitled by virtue of this Article 109, except if such payment or distribution is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution of or in respect of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) or the Note Guarantees at a time when such payment or distribution is prohibited by Section 13.02 or Section 13.03 hereof, such payment or distribution shall be held by the Trustee or such Holder, as applicable, (if the Trustee has actual knowledge that such payment or distribution is prohibited by Section 10.04 hereof, such payment will be held by the Trustee 13.02 or Section 13.03) or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Designated Senior Debt as their interests may appear or to their Representative under the agreement, indenture or other document agreement (if any) pursuant to which such Designated Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Designated Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Designated Senior Debt. With respect to the holders of Designated Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 1013, and no implied covenants or obligations with respect to the holders of Designated Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Designated Senior Debt, and will and, except as provided in Section 13.11, shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders of the Notes or the Company Company, the Guarantors or any other Person money or assets to which any holders of Designated Senior Debt are then shall be entitled by virtue of this Article 1013, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 8.04 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 or Section 12.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

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

When Distribution Must Be Paid Over. In the event that the Trustee Trustee, any holder of Notes or any Holder other person receives any payment or distributions of assets of the Company of any Obligations kind with respect to the Notes (other than Permitted Junior Securities and payments made from in contravention of any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee terms contained in this Indenture, whether in cash, property or such Holdersecurities, as applicableincluding, has actual knowledge that without limitation, by way of set-off or otherwise, then such payment is prohibited by Section 10.04 hereof, such payment will or distribution shall be held by the Trustee or such Holder, recipient in trust for the benefit ofof holders of Senior Indebtedness, and will shall be immediately paid forthwith over and delivered, upon written request, to, delivered to the holders of Senior Debt as their interests may appear Indebtedness or their Representative under the agreementrepresentative(s), indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termscash or other payment satisfactory to such holders of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Senior DebtIndebtedness; provided, that the foregoing shall apply to the Trustee only if a Trust Officer of the Trustee has actual knowledge (as determined in accordance with Section 11.11) that such payment or distribution is prohibited by this Indenture. With respect to the holders of Senior DebtIndebtedness, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to the holders of Senior Debt will Indebtedness shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior DebtIndebtedness, and will shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders holders of Notes or the Company or any other Person person money or assets to which any holders of Senior Debt are then Indebtedness shall be entitled by virtue of this Article 1011, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) the Guarantees at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 Article 11 hereof, such payment will shall be held by the Trustee or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon proper written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture this Indenture or other document agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, which with respect to any and all Indebtedness outstanding under the Credit Agreement, shall mean the agent for such holders, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then shall be entitled by virtue of this Article 1011, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder of a Subsidiary Guarantee receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) a Subsidiary Guarantee at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 12.03 hereof, such payment will shall be held by the Trustee or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt of such Subsidiary Guarantor as their interests may appear or their Representative under the agreement, indenture or other document agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt of such Subsidiary Guarantor remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtDebt of such Subsidiary Guarantor. With respect to the holders of Senior DebtDebt of any Subsidiary Guarantor, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 1012, and no implied covenants or obligations with respect to the holders of Senior Debt will of such Subsidiary Guarantor shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to Debt of any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeSubsidiary Guarantor.

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

When Distribution Must Be Paid Over. In If a distribution is made to the event that the Trustee Trustee, any Paying Agent or any Holder receives any payment that because of any Obligations with respect this Article 12 should not have been made to it, the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee Trustee, such Paying Agent or such Holder, as applicable, has actual knowledge that Holder who receives the distribution shall segregate such payment is prohibited by Section 10.04 hereof, such payment will be held by the Trustee or such Holder, distribution from its other funds and property and hold it in trust for the benefit of, and will be paid forthwith over and deliveredand, upon written request, pay it over (in the same form as received, with any necessary endorsement but without recourse, representation or warranty) to, the holders of Guarantor Senior Debt Indebtedness as their interests may appear appear, or their Representative agent or representative or the trustee under the agreement, indenture or other document agreement (if any) pursuant to which Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment of all Obligations with respect to or prepayment of, Guarantor Senior Debt Indebtedness remaining unpaid to the extent necessary to pay in full, in cash or Cash Equivalents, such Guarantor Senior Indebtedness and all Obligations in full and claims relating thereto in accordance with their termsthe terms thereof, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt. With respect Indebtedness (it being understood, in the event such a distribution is made to the holders of Senior DebtTrustee, that the Trustee undertakes Trustee's obligation so to perform only those obligations on the part of the Trustee as are specifically set forth segregate such distribution and hold it in this Article 10, and no implied covenants or obligations with respect trust shall be subject to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.'s knowledge determined in accordance with Section 12.12

When Distribution Must Be Paid Over. In the event that Holdings or a Guarantor shall make any payment to the Trustee or any Holder receives any payment of any Obligations with respect to on the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) or a Guarantee of the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereofor 10.05, such payment will shall be held by the Trustee or such HolderTrustee, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Guarantor Senior Debt Indebtedness (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by them) or their Representative or the trustee under the agreement, indenture or other document agreement (if any) pursuant to which Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Guarantor Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such Obligations all Guarantor Senior Indebtedness in full in accordance with their its terms, after giving effect effects to any concurrent payment or distribution to or for the holders of Guarantor Senior DebtIndebtedness. With respect If a distribution is made to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue that because of this Article 10Ten should not have been made to them, except if such payment is made the Holders who receive the distribution shall hold it in trust for holders of Guarantor Senior Indebtedness and pay it over to them as a result of the willful misconduct or gross negligence of the Trusteetheir interests may appear.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than except in Permitted Junior Securities and payments made or from any defeasance the trust created pursuant to Section 8.01 Article Eight hereof) at a time when the Trustee or such Holder, as applicable, has 102 actual knowledge that such payment is prohibited by Section 10.04 hereofArticle Twelve, such payment will shall be held by the Trustee or such Holder, as applicable, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, to, to the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture this Indenture or other document agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10Twelve, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then shall be entitled by virtue of this Article 10Twelve, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that ----------------------------------- the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than except in Permitted Junior Securities and payments made or from any defeasance the trust created pursuant to Section 8.01 Article 8 hereof) at a time when the Trustee or such Holder, as applicable, has actual has, subject to Section 10.11, knowledge that such payment is prohibited by Section 10.04 hereof, such payment will shall be held by the Trustee or such Holder, as applicable, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture this Indenture or other document agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that that, notwithstanding the provisions of Sections 11.02 and 11.03, any payment or distribution of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment Noteholder which is prohibited by Section 10.04 hereofsuch provisions, then such payment will shall be held by the Trustee or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, delivered by such Trustee or Noteholder to, the trustee or any other representative of holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issuedIndebtedness, as their respective interests interest may appear, for application to the payment of all Obligations with respect to Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Obligations Senior Indebtedness has been paid in full in accordance with their terms, cash or cash equivalents after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to the holders of Senior Debt will Indebtedness shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior DebtIndebtedness, and will shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders Noteholders or the Company or any other Person money or assets to which any holders of Senior Debt are then Indebtedness shall be entitled by virtue of this Article 1011, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust of the trusts created pursuant to Section 8.01 and Section 12.02 hereof) at a time when such payment is prohibited by Section 10.04 hereof and the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon proper written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

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

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

When Distribution Must Be Paid Over. In the event that the Trustee Trustee, any holder of Notes or any Holder other person receives any payment or distribution of assets of the Company of any Obligations kind with respect to the Notes (other than Permitted Junior Securities and payments made from in contravention of any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee terms contained in this Indenture, whether in cash, property or such Holdersecurities, as applicableincluding, has actual knowledge that without limitation, by way of set-off or otherwise, then such payment is prohibited by Section 10.04 hereof, such payment will or distribution shall be held by the Trustee or such Holder, recipient in trust for the benefit ofof holders of Senior Indebtedness, and will shall be immediately paid forthwith over and delivered, upon written request, to, delivered to the holders of Senior Debt as their interests may appear Indebtedness or their Representative under the agreementrepresentative(s), indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations make payment in full in accordance with their termscash or other payment satisfactory to such holders of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor, to or for the holders of Senior DebtIndebtedness; provided, that the foregoing shall apply to the Trustee only if a Trust Officer of the Trustee has actual knowledge (as determined in accordance with Section 11.11) that such payment or distribution is prohibited by this Indenture. With respect to the holders of Senior DebtIndebtedness, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to the holders of Senior Debt will Indebtedness shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior DebtIndebtedness, and will shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders holders of Notes or the Company or any other Person person money or assets to which any holders of Senior Debt are then Indebtedness shall be entitled by virtue of this Article 1011, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 either of the trusts described in Article 8 or Article 12 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.02 or 10.03 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder of a Subsidiary Guarantee receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) a Subsidiary Guarantee at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 12.03 hereof, such payment will shall be held by the Trustee or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt of such Guarantor as their interests may appear or their Representative under the agreement, indenture this Indenture or other document agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt of such Guarantor remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtDebt of such Guarantor. With respect to the holders of Senior DebtDebt of any Guarantor, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 1012, and no implied covenants or obligations with respect to the holders of Senior Debt will of such Guarantor shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to Debt of any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeGuarantor.

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

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes Securities (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereofSecurities) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereof14.3, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which any Senior Debt may have been issuedRepresentative, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10XIV, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10XIV, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution of or in respect of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) or the Subsidiary Guarantees, if any, at a time when 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 Section 10.04 hereof, such payment will be held by the Trustee 10.3 or 10.4) or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. 98 92 With respect to the holders of Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not and, except as provided in Section 10.12, neither the Trustee nor the Paying Agent shall be liable to any such holders if the Trustee pays or Paying Agent shall pay over or distributes distribute to or on behalf of Holders of Notes or the Company Company, the Subsidiary Guarantors, if any, or any other Person money or assets to which any holders of Senior Debt are then shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereofhereof and any trust created pursuant to Section 12.02) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and SF\552388.8 will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

When Distribution Must Be Paid Over. (a) In the event that the Trustee or any Holder receives any payment of any Junior Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereofthis Article 10, and is notified as such by the Company, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the representative of the holders of Senior Debt as their interests may appear or their Representative Obligations under the agreement, indenture or other document (if any) pursuant to which such Senior Debt Obligations may have been issued, as their respective interests may appear, for application to the payment of all such Senior Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Senior Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. Obligations. (b) Any amount received by any Holder as a result of direct or indirect credit support for the Junior Obligations from any Affiliate of the Company shall be treated as 42 payments received by such Holder from the Company that are subject to the provisions of this Article 10. (c) With respect to the holders of Senior DebtObligations, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt Obligations will be read into this Indenture CVR Agreement against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior DebtObligations, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt Obligations are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereofSecurities) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by this Section 10.04 hereof10, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issuedRepresentative, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in cash in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that that, notwithstanding the provisions of Sections 11.03 and 11.04, any payment or distribution of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment which is prohibited by Section 10.04 hereofsuch provisions, then and in such event such payment will shall be held by the Trustee or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, delivered by such Trustee or Holder to, the trustee or Representative with respect to holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issuedIndebtedness, as their respective interests interest may appear, for application to the payment of all Obligations with respect to Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Obligations Senior Indebtedness has been paid in full in accordance with their terms, cash or cash equivalents after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10XI, and no implied covenants or obligations with respect to the holders of Senior Debt will Indebtedness shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior DebtIndebtedness, and will shall not be liable to any such holders if the Trustee pays Trustee, acting in good faith, shall pay over or distributes distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct XI or gross negligence of the Trusteeotherwise.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to Indebtedness or other Obligation evidenced by the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 Article 8 hereof or any trust fund pursuant to Article 12 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the payment is prohibited by these subordination provisions and the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.02 or 10.03 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that If the Trustee or any Holder receives any a payment in respect of any Obligations with respect to the Notes (other than except in Permitted Junior Securities and payments made or from any defeasance trust trust, if any, created pursuant to Section 8.01 8.04 or 12.01 hereof) at a time when when: (1) the payment is prohibited by this Article 10; and (2) the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereofthis Article 10, then such payment will be held by the Trustee or such Holder, as applicable, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt of the Company as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt of the Company may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt of the Company remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtDebt of the Company. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 either of the trusts described in Article 8 or Article 12 hereof) at a time when such payment is prohibited by Section 10.03 hereof, and the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that notwithstanding the provisions of Section 11.04, the Company shall make any payment to the Trustee on account of the principal or any Holder receives any interest on the Securities, after the happening of a default in payment of any Obligations the principal or interest on Senior Debt, or after receipt by the Company and the Trustee of written notice as provided in Sections 11.04 and 11.12 of an event of default or an event which, with the passage of time or the giving of notice or both, would constitute an event of default with respect to the Notes (other than Permitted Junior Securities any Senior Debt, then, unless and payments made from any defeasance trust created pursuant until such default or event of default shall have been cured or waived or shall have ceased to Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereofexist, such payment will shall be held by the Trustee or such HolderTrustee, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Debt (pro rata as their interests may appear to each of such holders on the basis of the respective amounts of Senior Debt held by them) or their Representative representative or the trustee under the agreement, indenture or other document 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 all Senior Debt in full in accordance with their its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect If a distribution is made to the holders Securityholders that because of Senior Debtthis Article should not have been made to them, the Trustee undertakes to perform only those obligations on Securityholders who receive the part of the Trustee as are specifically set forth distribution shall hold it in this Article 10, and no implied covenants or obligations with respect to the trust for holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed and pay it over to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made them as a result of the willful misconduct or gross negligence of the Trusteetheir interests may appear.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder of a Subsidiary Guarantee receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) Subsidiary Guarantees at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 12.03 hereof, such payment will shall be held by the Trustee or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt of the Subsidiary Guarantors remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtDebt of the Subsidiary Guarantors. With respect to the holders of Senior DebtDebt of the Subsidiary Guarantors, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 1012, and no implied covenants or obligations with respect to the holders of Senior Debt will of the Subsidiary Guarantors shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeSubsidiary Guarantors.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution of or in respect of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when 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 Section 10.04 hereof, such payment will be held by the Trustee 10.3 or 10.4) or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will and, except as provided in Section 10.12, shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders of Securities or the Company or any other Person money or assets to which any holders of Senior Debt are then shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 8.7 hereof) at a time when such payment is prohibited by this Article 10 hereof, and the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 this Article 10 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than in (1) Permitted Junior Securities and (2) payments made from any defeasance trust created pursuant to Section 8.01 the trusts described in Article 8 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 12.03 hereof, such payment will shall be held by the Trustee or such Holder, in trust for the benefit ofof and, and will upon written request, shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 1012, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then shall be entitled by virtue of this Article 1012, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In 63 71 hereof or in the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 or 10.04 hereof, such payment will or distribution shall be held by the Trustee or such Holder, Holder in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document 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 (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 in full in cash or Cash Equivalents in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof or any trust created pursuant to Section 12.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution of or in respect of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) or the Subsidiary Guarantees at a time when 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 Section 10.04 hereof, such payment will be held by the Trustee 10.3 or 10.4) or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will and, except as provided in Section 10.12, shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders of Notes or the Company Company, the Subsidiary Guarantors or any other Person money or assets to which any holders of Senior Debt are then shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than except in Permitted Junior Securities and payments made or from any defeasance trust created pursuant to Section 8.01 and Section 12.02 hereof) at a time when the Trustee or such Holder, as applicable, Holder has actual knowledge or has received notice that such payment is prohibited by Section 10.04 hereofthis Article 10, such payment will be held by the Trustee or such Holder, as the case may be, will hold such payment in trust for the benefit ofof the holders of Senior Debt. Upon written request of the holders of Senior Debt, and the Trustee or such Holder, as the case may be, will be paid forthwith over and delivered, upon written request, to, promptly deliver all such amounts in trust to the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtRepresentative. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) Guarantees at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 12.4 hereof, such payment will shall be held by the Trustee or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10XII, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders or the Company Guarantors or any other Person money or assets to which any holders of Senior Debt are then shall be entitled by virtue of this Article 10XII, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

When Distribution Must Be Paid Over. In the event that the Trustee (or paying agent if other than the Trustee) or any Holder 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 Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 15.3 or 15.4 hereof, such payment will shall be held by the Trustee (or paying agent if other than the Trustee) or such HolderNoteholder, in trust for the benefit of, and will immediately shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt Indebtedness as their interests may appear or their Representative under the agreement, indenture or other document agreement (if any) pursuant to which Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt Indebtedness remaining unpaid to the extent necessary to pay such Obligations all Senior Indebtedness in full in accordance with their its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtIndebtedness. With respect to the holders of Senior DebtIndebtedness, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10XV, and no implied covenants or obligations with respect to the holders of Senior Debt will Indebtedness shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, Indebtedness and will shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders Noteholders or the Company or any other Person person money or assets to which any holders of Senior Debt are then Indebtedness shall be entitled by virtue of this Article 10XV, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution of or in respect of any Obligations obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) or the Guarantees at a time when 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 Section 10.04 hereof, such payment will be held by the Trustee 10.3 or 10.4) or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document 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 obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will and, except as provided in Section 10.12, shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders of Securities or the Company Issuer, the Guarantor or any other Person person money or assets to which any holders of Senior Debt are then shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder Lender receives any payment of any Obligations with respect to the Notes Loans (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereofSecurities) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 11.3 hereof, such payment will be held by the Trustee or such HolderLender, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations obligations then due in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee Administrative Agent undertakes to perform only those obligations on the part of the Trustee Administrative Agent as are specifically set forth in this Article 10Section 11, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture Agreement against the TrusteeAdministrative Agent. The Trustee Administrative Agent will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee Administrative Agent pays over or distributes to or on behalf of Holders Lenders or the Company Borrower or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeSection 11.

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment or distribution of or in respect of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) Exchange Debentures at a time when 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 Section 10.04 hereof, such payment will be held by the Trustee 10.3 or 10.4) or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, delivered to, the holders of Exchange Debenture Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document agreement (if any) pursuant to which such Exchange Debenture Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Exchange Debenture 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 Exchange Debenture Senior Debt. With respect to the holders of Exchange Debenture Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Exchange Debenture Senior Debt will shall be read into this Exchange Debenture Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Exchange Debenture Senior Debt, and will and, except as provided in Section 10.12, shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders of Exchange Debentures or the Company or any other Person money or assets to which any holders of Exchange Debenture Senior Debt are then shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that If the Trustee or any Holder of the Notes receives any a payment in respect of any Obligations with respect to the Notes (other than except in Permitted Junior Securities and payments made or from any defeasance the trust created pursuant to Section 8.01 Article Eight hereof) at a time when when: (1) the payment is prohibited by this Article Ten; and (2) the Trustee or such Holder, as applicable, the Holder has actual knowledge that such the payment is prohibited by Section 10.04 hereof, such payment will be held by prohibited; the Trustee or such the Holder, as the case may be, shall hold the payment in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, of the holders of Senior Debt as their interests may appear or their Representative under of the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to Company. Upon the payment proper written request 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 DebtDebt of the Company, the Trustee or the Holder, as the case may be, shall deliver the amounts in trust to the holders of Senior Debt of the Company or their proper Representative. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10Ten, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then shall be entitled by virtue of this Article 10Ten, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

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

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 or 12.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 hereof, such payment will shall be held by the Trustee or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will shall not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment upon or in respect of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.02 or 10.03 hereof, such payment will shall be held by the Trustee or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear (or their Representative representative) under the agreement, indenture or other document agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. In the event that any Holder receives any payment 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 Debt (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 Senior Debt, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will shall not be liable to any such holders if the Trustee pays shall pay over or distributes distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee (or other Parity Lien Representative) or any Holder holder of Parity Lien Debt receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) Parity Lien Obligations at a time when the Trustee payment is prohibited by this Section and the Trustee, other applicable Parity Lien Representative or such Holderholder, as applicable, has actual knowledge that such the payment is prohibited by Section 10.04 hereofthis Section, such payment will be held by the Trustee such Trustee, other applicable Parity Debt Representative or such Holderholder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the Collateral Trustee for the benefit of the holders of Senior Debt as their interests may appear Priority Lien Obligations (or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issuedPriority Lien Representatives thereof), as their respective interests may appear, for application to the payment of all Priority Lien Obligations with respect to Senior Debt (other than Hedging Obligations) remaining unpaid to the extent necessary to pay Discharge such Priority Lien Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtPriority Lien Obligations. With respect to Nothing in this Agreement prohibits or limits the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part rights of the Trustee as Holder of any Parity Lien Obligations to receive and retain any debt securities (subject to Section 2.08(d)) or equity securities that are specifically set forth issued by a reorganized debtor pursuant to an approved plan of reorganization in this Article 10, and no implied covenants connection with an Insolvency or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the TrusteeLiquidation Proceeding.

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

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives from a Guarantor any payment of any Obligations with respect to the Senior Subordinated Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 11.09 hereof, such payment will shall be held by the Trustee or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt of such Guarantor as their interests may appear or their Representative under the agreement, indenture or other document agreement (if any) pursuant to which Senior Debt of such Guarantor may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt of such Guarantor remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtDebt of such Guarantor. With respect to any Guarantor with respect to the holders of Senior DebtDebt of such Guarantor, the Trustee undertakes to perform only those such obligations on the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.of

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment in respect of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 or Article 12 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 10.03 hereof, such payment will shall be held by the Trustee or such Holder, in trust for the benefit of, and will shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will shall be read into this Indenture against the Trustee. The Trustee will shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will shall not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any defeasance trust trusts created pursuant to Section Sections 8.01 and 12.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.04 hereofthis Article 10, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.