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

When Distributions Must Be Paid Over. In the event that any payment or distribution of assets of the Company or any Guarantor, whether in cash, property or securities, shall be received by the Trustee or the Holders of Notes at a time when such payment or distribution is prohibited by this Article 10, such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may be, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of the Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company or such Guarantor, as the case may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by each, for application to the payment of all Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment in full in cash of all such Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. With respect to the holders of Senior Indebtedness of the Company or any Guarantor, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to any holders of the Senior Indebtedness of the Company or any Guarantor shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor and shall not be liable to any holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company or any other Person, money or assets to which any holders of such Senior Indebtedness are entitled pursuant to this Article 10, except if such payment is made at a time when a Trust Officer has knowledge that the terms of this Article 10 prohibit such payment.

When Distributions Must Be Paid Over. In the event that any payment or distribution of assets of the Company or any Guarantor, whether in cash, property or securities, shall be received by the Trustee or any Noteholder receives any payment of any Obligations with respect to the Holders of Notes at a time when a Trustee or such Noteholder has actual knowledge such payment or distribution is prohibited by this Article 10Section 10.02 or 10.03 hereof, such payment or distribution shall be segregated from other funds held by the Trustee or assets and held such Noteholder in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holdersforthwith over and delivered, as the case may beupon written request, to to, the holders of the Senior Indebtedness of the Company or such Guarantor, Debt as the case their interests may be, remaining unpaid or unprovided for appear or their agent or representative or representatives, or to the trustee under the indenture or trustees under any indenture other agreement (if any) pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company or such Guarantor, as the case may be, Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case their respective interests may be, held or represented by eachappear, for application to the payment of all Obligations with respect to Senior Indebtedness of the Company or such Guarantor, as the case may be, Debt remaining unpaid, unpaid to the extent necessary to pay or to provide for the payment such Obligations in full in cash of all such Senior Indebtedness accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. If a distribution is made to the Trustee or any Noteholder that because of this Article Ten should not have been made to it, the Trustee or such Noteholder who receives the distribution, upon notice that such distribution should not have been made, shall hold it in trust for the benefit of, and, upon written request, pay it over to, the holders of Senior IndebtednessDebt as their interests may appear, or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior 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 Indebtedness of the Company or any GuarantorDebt, the Trustee undertakes to perform only such obligations on its the part of the Trustee as are specifically set forth in this Article 10Ten, and no implied covenants or obligations with respect to any the holders of the Senior Indebtedness of the Company or any Guarantor Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor Debt, and shall not be liable to any such holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, to or on behalf of, Holders of Noteholders or the Company or any other Person, person money or assets to which any holders of such Senior Indebtedness are Debt shall be entitled pursuant to by virtue of this Article 10Ten, except if such payment is made at as a time when a Trust Officer has knowledge that result of the terms willful misconduct or negligence of this Article 10 prohibit such paymentthe Trustee.

When Distributions Must Be Paid Over. In If the event that Company shall make any payment or distribution of assets to the Trustee on account of the Company principal of, or premium, if any, or interest on, the Notes, or any Guarantorother obligation in respect to the Notes, whether in cash, property or securities, shall be received by the Trustee or the Holders shall receive from any source any payment on account of the principal of, or premium, if any, or interest on, the Notes or any obligation in respect of the Notes, at a time when such payment or distribution is prohibited by this Article 10Fourteen, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holderspay over and deliver to, as the case may be, to the holders of the Company's Senior Indebtedness (PRO RATA as to each of such holders on the basis of the Company or respective amounts of such Guarantor, as the case may be, remaining unpaid or unprovided for Senior Indebtedness held by them) or their representative or representatives, or to the trustee under the indenture or trustees under any indenture other agreement (if any) pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company or such Guarantor, as the case may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case their respective interests may be, held or represented by eachappear, for application to the payment of all outstanding Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment in full in cash of until all such Senior Indebtedness has been paid in full in cash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such the Company's Senior Indebtedness. With respect to the holders of Senior Indebtedness of the Company or any GuarantorCompany, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 10Fourteen, and no implied covenants or obligations with respect to any holders of the Company's Senior Indebtedness of the Company or any Guarantor shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Company's Senior Indebtedness of the Company or any Guarantor Indebtedness, and shall not be liable to any holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company or any other Person, Person money or assets to which any holders of such Senior Indebtedness are entitled pursuant to this Article 10, except if such payment is made at a time when a Trust Officer has knowledge that the terms of this Article 10 prohibit such paymentFourteen.

When Distributions Must Be Paid Over. In the event that any payment or distribution of assets of the Company or any Guarantor, whether in cash, property or securities, shall be received by the Trustee or any Holder receives any payment of or distribution in respect of any Obligations with respect to the Holders of Notes at a time when a Trustee or such Holder has actual knowledge such payment or distribution is prohibited by this Article 10Section 10.02 or 10.03 hereof, such payment or distribution shall be segregated from other funds held by the Trustee or assets and held such Holder in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holdersforthwith over and delivered, as the case may beupon written request, to to, the holders of the Senior Indebtedness of the Company or such Guarantor, Debt as the case their interests may be, remaining unpaid or unprovided for appear or their agent or representative or representatives, or to the trustee under the indenture or trustees under any indenture other agreement (if any) pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company or such Guarantor, as the case may be, Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case their respective interests may be, held or represented by eachappear, for application to the payment of all Obligations with respect to Senior Indebtedness of the Company or such Guarantor, as the case may be, Debt remaining unpaid, unpaid to the extent necessary to pay or to provide for the payment such Obligations in full in cash of all such Senior Indebtedness accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. If a payment or distribution is made to the Trustee or any Holder that because of this Article Ten should not have been made to it, the Trustee or such Holder who receives the distribution, upon notice that such distribution should not have been made, shall hold it in trust for the benefit of, and, upon written request, pay it over to, the holders of Senior IndebtednessDebt as their interests may appear, or their agent or representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior 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 Indebtedness of the Company or any GuarantorDebt, the Trustee undertakes to perform only such obligations on its the part of the Trustee as are specifically set forth in this Article 10Ten, and no implied covenants or obligations with respect to any the holders of the Senior Indebtedness of the Company or any Guarantor Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor Debt, and shall not be liable to any such holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, to or on behalf of, of Holders or the Company or any other Person, person money or assets to which any holders of such Senior Indebtedness are Debt shall be entitled pursuant to by virtue of this Article 10Ten, except if such payment is made at as a time when a Trust Officer has knowledge that result of the terms willful misconduct or negligence of this Article 10 prohibit such paymentthe Trustee.

When Distributions Must Be Paid Over. In If the event that Company shall make any payment or distribution of assets to the Trustee on account of the Company principal of, or premium, if any, or interest on, the Notes, or any Guarantorother Obligation in respect to the Notes, whether in cash, property or securities, shall be received by the Trustee or the Holders shall receive from any source any payment on account of the principal of, or premium, if any, or interest on, the Notes or any Obligation in respect of the Notes, at a time when such payment or distribution is prohibited by this Article 10X, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holderspay over and deliver to, as the case may be, to the holders of the Company's Senior Indebtedness Debt (pro rata as to each of such holders on the basis of the Company or respective amounts of such Guarantor, as the case may be, remaining unpaid or unprovided for Senior Debt held by them) or their representative Representative or representatives, or to the trustee under the indenture or trustees under any indenture other agreement (if any) pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company or such Guarantor, as the case may be, Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case their respective interests may be, held or represented by eachappear, for application to the payment of all outstanding Senior Indebtedness Debt of the Company or until all such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment Senior Debt has been paid in full in cash of all such Senior Indebtedness cash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such the Company's Senior IndebtednessDebt. With respect to the holders of Senior Indebtedness Debt of the Company or any GuarantorCompany, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 10X, and no implied covenants or obligations with respect to any holders of the Company's Senior Indebtedness of the Company or any Guarantor Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Company's Senior Indebtedness of the Company or any Guarantor Debt, and shall not be liable to any holders of such Senior Indebtedness Debt if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company or any other Person, Person money or assets to which any holders of such Senior Indebtedness Debt are entitled pursuant to this Article 10X, except if such payment is made at a time when a Trust Officer has knowledge that the terms of this Article 10 X prohibit such payment.

When Distributions Must Be Paid Over. In (a) If the event that Company or any Subsidiary Guarantor shall make any payment or distribution of assets on account of the Company or any Guarantor, whether in cash, property or securities, shall be received by the Trustee or the Holders of Notes Note Indebtedness at a time when such payment or distribution is prohibited by this Article Section 10, then and in such event the holders of the Note Indebtedness shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holderspay over and deliver to, as the case may be, to the holders of the Senior Indebtedness (pro rata as to each of such holders on the basis of the Company or such Guarantor, as the case may be, remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any respective amounts of such Senior Indebtedness of the Company held by them) or such Guarantortheir Representative, as the case their respective interests may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by eachappear, for application to the payment of all outstanding Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment in full in cash of until all such Senior Indebtedness has been paid in full in cash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such Senior Indebtedness. . (b) Nothing contained in this Section 10 or elsewhere in this Agreement, or in the Notes or the Warrants shall prevent (i) the Company or any Subsidiary Guarantor, at any time except during the pendency of any Insolvency or Liquidation Proceeding or under the conditions described in Subsection 10.3, from making payments or distributions on account of the Note Indebtedness or (ii) the application or retention of such payments or distributions by the holders of the Note Indebtedness, if, at the time of such application by the holders of the Note Indebtedness, such distribution would not have been prohibited by the provisions of this Section 10. (c) With respect to the holders of Senior Indebtedness Indebtedness, the holders of the Company or any Guarantor, the Trustee undertakes Note Indebtedness undertake to perform only such obligations on its their part as are specifically set forth in this Article Section 10, and no implied covenants or obligations with respect to any holders of the Senior Indebtedness of the Company or any Guarantor shall be read into this Indenture Agreement against the Trusteeholders of the Note Indebtedness. The Trustee holders of the Note Indebtedness shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor Indebtedness, and shall not be liable to any holders of such Senior Indebtedness if the Trustee Company or any Subsidiary Guarantor shall pay over or distribute to, or on behalf of, Holders or to the Company holders of the Note Indebtedness or any other Person, Person money or assets to which any holders of such Senior Indebtedness are entitled pursuant to this Article Section 10, except if such payment is made at a time when a Trust Officer has the holders of the Note Indebtedness had knowledge that the terms of this Article Section 10 prohibit such payment.

When Distributions Must Be Paid Over. In If the event that Company shall make any payment or distribution of assets to the Trustee on account of the Company principal of, or premium, if any, or interest on, the Notes, or any Guarantorother Obligation in respect to the Notes, whether in cash, property or securities, shall be received by the Trustee or the Holders shall receive from any source any payment on account of the principal of, or premium, if any, or interest on, the Notes or any Obligation in respect of the Notes, at a time when such payment or distribution is prohibited by this Article 10X, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holderspay over and deliver to, as the case may be, to the holders of the Company’s Senior Indebtedness Debt (pro rata as to each of such holders on the basis of the Company or respective amounts of such Guarantor, as the case may be, remaining unpaid or unprovided for Senior Debt held by them) or their representative Representative or representatives, or to the trustee under the indenture or trustees under any indenture other agreement (if any) pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company or such Guarantor, as the case may be, Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case their respective interests may be, held or represented by eachappear, for application to the payment of all outstanding Senior Indebtedness Debt of the Company or until all such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment Senior Debt has been paid in full in cash of all such Senior Indebtedness cash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such the Company’s Senior IndebtednessDebt. With respect to the holders of Senior Indebtedness Debt of the Company or any GuarantorCompany, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 10X, and no implied covenants or obligations with respect to any holders of the Company’s Senior Indebtedness of the Company or any Guarantor Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Company’s Senior Indebtedness of the Company or any Guarantor Debt, and shall not be liable to any holders of such Senior Indebtedness Debt if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company or any other Person, Person money or assets to which any holders of such Senior Indebtedness Debt are entitled pursuant to this Article 10X, except if such payment is made at a time when a Trust Officer has knowledge that the terms of this Article 10 X prohibit such payment.

When Distributions Must Be Paid Over. In If the event that Company shall make any payment or distribution of assets to the Trustee on account of the Company principal of, or premium, if any, or interest on, the Securities, or any Guarantorother Obligation in respect of the Securities, whether in cash, property or securities, shall be received by the Trustee or the Holders shall receive from any source any payment on account of Notes the principal of, premium, if any, or interest on, the Securities or any Obligation in respect of the Securities, at a time when such payment or distribution is prohibited by this Article 109, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holderspay over and deliver to, as the case may be, to the holders of the Company's Senior Indebtedness Debt (pro rata as to each of such holders on the basis of the Company or such Guarantor, as the case may be, remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any respective amounts of such Senior Indebtedness of the Company Debt held by them) or such Guarantortheir representative, as the case their respective interests may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by eachappear, for application to the payment of all outstanding Senior Indebtedness Debt of the Company or until all such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment Senior Debt has been paid in full in cash of all such Senior Indebtedness cash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such the Company's Senior IndebtednessDebt. With respect to the holders of Senior Indebtedness Debt of the Company or any GuarantorCompany, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 109, and no implied covenants or obligations with respect to any holders of the Company's Senior Indebtedness of the Company or any Guarantor Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Company's Senior Indebtedness of the Company or any Guarantor Debt, and shall not be liable to any holders of such Senior Indebtedness Debt if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company or any other Person, money or assets to which any holders of such Senior Indebtedness Debt are entitled pursuant to this Article 109, except if such payment is made at a time when a Trust Responsible Officer has actual knowledge that the terms of this Article 10 9 prohibit such payment.

When Distributions Must Be Paid Over. In If the event that Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities or distribution of assets of the Company Conversion Consideration due pursuant to Section 11.11 or any Guarantoramounts payable to the Trustee under Section 10.06) at a time when the payment is prohibited by Section 11.02 or 11.03 and the Trustee or such Holder, whether in cashas applicable, property or securitieshas actual knowledge that such payment is so prohibited, shall then such payment will be received held by the Trustee or the Holders of Notes at a time when such payment or distribution is prohibited by this Article 10Holder, such payment or distribution shall be segregated from other funds or assets and held as applicable, in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall will be paid or delivered by the Trustee or such Holdersto, as the case may be, to the holders of the Designated Senior Indebtedness of the Company or such Guarantor, as the case their interests may be, remaining unpaid or unprovided for appear or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company or such Guarantor, as the case may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by eachRepresentative, for application to the payment of all Obligations with respect to the Designated Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid, unpaid to the extent necessary to pay or to provide for the payment such Obligations in full in cash of all such Senior Indebtedness accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such the Designated Senior Indebtedness. With respect to the holders of the Designated Senior Indebtedness of the Company or any GuarantorIndebtedness, the Trustee undertakes to perform only such those obligations on its the part of the Trustee as are specifically set forth in this Article 1011, and no implied covenants or obligations with respect to any the holders of the Designated Senior Indebtedness of the Company or any Guarantor shall will be read into this Indenture against the Trustee. The Trustee shall will not be deemed to owe any fiduciary duty to the holders of the Designated Senior Indebtedness of the Company or any Guarantor and shall will not be liable to any such holders of such Senior Indebtedness if the Trustee shall pay pays over or distribute to, distributes to or on behalf of, of Holders or the Company or any other Person, Person money or assets to which any holders of such the Designated Senior Indebtedness are then entitled pursuant to by virtue of this Article 1011, except if such payment is made at as a time when a Trust Officer has knowledge that result of the terms willful misconduct or gross negligence of this Article 10 prohibit such paymentthe Trustee.

When Distributions Must Be Paid Over. In the event that any payment or distribution of assets of the Company or any Guarantor, whether in cash, property or securities, shall be received by the Trustee Administrative Agent or the Holders of Notes Lenders at a time when such payment or distribution is prohibited by this Article 10Section 11, such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may be, and shall be paid or delivered by the Trustee Administrative Agent or such HoldersLenders, as the case may be, to the holders of the Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company or such Guarantor, as the case may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by each, for application to the payment of all Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment in full in cash of all such Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. With respect to the holders of Senior Indebtedness of the Company or any Guarantor, the Trustee Administrative Agent undertakes to perform only such obligations on its part as are specifically set forth in this Article 10Section 11, and no implied covenants or obligations with respect to any holders of the Senior Indebtedness of the Company or any Guarantor shall be read into this Indenture Agreement against the TrusteeAdministrative Agent. The Trustee Administrative Agent shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor and shall not be liable to any holders of such Senior Indebtedness if the Trustee Administrative Agent shall pay over or distribute to, or on behalf of, Holders the Lenders or the Company or any other Person, money or assets to which any holders of such Senior Indebtedness are entitled pursuant to this Article 10Section 11, except if such payment is made at a time when a Trust Officer the Administrative Agent has knowledge that the terms of this Article 10 Section 11 prohibit such payment.

When Distributions Must Be Paid Over. In If the event that Company shall make any payment or distribution of assets to the Trustee on account of the Company principal of, or premium, if any, or interest on, the Securities, or any Guarantorother Obligation in respect of the Securities, whether in cash, property or securities, shall be received by the Trustee or the Holders shall receive from any source any payment on account of Notes the principal of, premium, if any, or interest on, the Securities or any Obligation in respect of the Securities, at a time when such payment or distribution is prohibited by this Article 109, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holderspay over and deliver to, as the case may be, to the holders of the Company's Senior Indebtedness Debt (pro rata as to each of such holders on the basis of the Company or such Guarantor, as the case may be, remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any respective amounts of such Senior Indebtedness of the Company Debt held by them) or such Guarantortheir representative, as the case their respective interests may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by eachappear, for application to the payment of all outstanding Senior Indebtedness Debt of the Company or until all such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment Senior Debt has been paid in full in cash of all such Senior Indebtedness cash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such the Company's Senior IndebtednessDebt. With respect to the holders of Senior Indebtedness Debt of the Company or any GuarantorCompany, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 109, and no implied covenants or obligations with respect to any holders of the Company's Senior Indebtedness of the Company or any Guarantor Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Company's Senior Indebtedness of the Company or any Guarantor Debt, and shall not be liable to any holders of such Senior Indebtedness Debt if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company or any other Person, money or assets to which any holders of such Senior Indebtedness Debt are entitled pursuant to this Article 109, except if such payment is made at a time when a Trust Officer has actual knowledge that the terms of this Article 10 9 prohibit such payment.

When Distributions Must Be Paid Over. In the event that any payment or distribution of assets of If the Company or the Guarantors shall make any Guarantor, whether in cash, property or securities, shall be received by payment to the Trustee on account of the principal of, or premium, if any, or interest on, the Notes, or any other obligation in respect to the Notes, or the Holders shall receive from any source any payment on account of the principal of, or premium, if any, or interest on, the Notes or any obligation in respect of the Notes, at a time when such payment or distribution is prohibited by this Article 10Fourteen, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of of, and shall pay over and deliver to, the holders of Senior Indebtedness of the Company or such Guarantor, as applicable, (PRO RATA as to each of such holders on the case may be, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders basis of the Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any respective amounts of such Senior Indebtedness of held by them), or their Representative or the Company trustee under the indenture or other agreement (if any) pursuant to which such Guarantor, as the case may be, Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case their respective interests may be, held or represented by eachappear, for application to the payment of all such outstanding Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment in full in cash of until all such Senior Indebtedness has been paid in full after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such Senior Indebtedness. With respect to the holders of Senior Indebtedness of the Company or any Guarantorthe Guarantors, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 10Fourteen, and no implied covenants or obligations with respect to any holders of the Senior Indebtedness of the Company or any Guarantor shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor the Guarantors, and shall not be liable to any holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, or on behalf of, Holders or Holders, the Company or the Guarantors or any other Person, Person money or assets to which any holders of such Senior Indebtedness are entitled pursuant to this Article 10, except if such payment is made at a time when a Trust Officer has knowledge that the terms of this Article 10 prohibit such paymentFourteen.

When Distributions Must Be Paid Over. In If the event that Company shall make any payment or distribution of assets to the Trustee on account of the Company principal of, or any Guarantorpremium, whether in cashif any, property or securitiesinterest on, shall be received by the Trustee Securities, or the Holders shall receive from any source any payment on account of Notes the principal of, premium, if any, or interest on, the Securities or any Obligation in respect of the Securities, at a time when such payment or distribution is prohibited by this Article 10Nine, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holderspay over and deliver to, as the case may be, to the holders of the Company's Senior Indebtedness (pro rata as to each of such holders on the basis of the Company or such Guarantor, as the case may be, remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any respective amounts of such Senior Indebtedness of the Company held by them) or such Guarantortheir representative, as the case their respective interests may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by eachappear, for application to the payment of all outstanding Senior Indebtedness of the Company or until all such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment Senior Indebtedness has been paid in full in cash of all such Senior Indebtedness or cash equivalents, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such the Company's Senior Indebtedness. With respect to the holders of Senior Indebtedness of the Company or any GuarantorCompany, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 10Nine, and no implied covenants or obligations with respect to any holders of the Company's Senior Indebtedness of the Company or any Guarantor shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Company's Senior Indebtedness of the Company or any Guarantor Indebtedness, and shall not be liable to any holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company or any other Person, money or assets to which any holders of such Senior Indebtedness are entitled pursuant to this Article 10Nine, except if such payment is made at a time when a Trust Responsible Officer has actual knowledge that the terms of this Article 10 Nine prohibit such payment.

When Distributions Must Be Paid Over. In the event that If any Issuer or Subsidiary Guarantor shall make any payment or distribution of assets to the Trustee on account of the Company principal of, or any Guarantorpremium, whether in cashif any, property or securitiesinterest on, shall be received by the Trustee Notes, or the Holders shall receive from any source any payment on account of the principal of, premium, if any, or interest on, the Notes or any obligation in respect of the Notes, at a time when such payment or distribution is prohibited by this Article 1014, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holderspay over and deliver to, as the case may be, to the holders of the Senior Indebtedness of such Issuer or Subsidiary Guarantor (pro rata as to each of such holders on the Company or such Guarantor, as basis of the case may be, remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any respective amounts of such Senior Indebtedness of the Company held by them) or such Guarantortheir Representative, as the case their respective interests may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by eachappear, for application to the payment of all outstanding Senior Indebtedness of the Company such Issuer or such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment in full in cash of Subsidiary Guarantor until all such Senior Indebtedness has been paid in full, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of Senior Indebtedness of such Senior IndebtednessIssuer or Subsidiary Guarantor. With respect to the holders of Senior Indebtedness of the Company or any GuarantorIssuers and Subsidiary Guarantors, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 1014, and no implied covenants or obligations with respect to any holders of the Senior Indebtedness of the Company or any Guarantor Issuers and the Subsidiary Guarantors shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor Issuers and the Subsidiary Guarantors, and shall not be liable to any holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, or on behalf of, Holders or Holders, the Company Issuers, Subsidiary Guarantors or any other Person, money or assets to which any holders of such Senior Indebtedness are entitled pursuant to this Article 1014, except if such payment is made at a time when a Trust Responsible Officer has actual knowledge that the terms of this Article 10 14 prohibit such payment.

When Distributions Must Be Paid Over. In the event that any payment or distribution of assets of If the Company or the Guarantor shall make any Guarantor, whether in cash, property or securities, shall be received by payment to the Trustee on account of the principal of, or premium, if any, or interest on, the Securities, or any other Obligation in respect of the Securities or the Guarantee, or the Holders shall receive from any source any payment on account of Notes the principal of, premium, if any, or interest on, the Securities, the Guarantee or any Obligation in respect of the Securities or the Guarantee, at a time when such payment or distribution is prohibited by this Article 109, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holderspay over and deliver to, as the case may be, to the holders of the Company's or the Guarantor's Senior Indebtedness Debt (pro rata as to each of such holders on the basis of the Company or such Guarantor, as the case may be, remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any respective amounts of such Senior Indebtedness of the Company Debt held by them) or such Guarantortheir representative, as the case their respective interests may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by eachappear, for application to the payment of all outstanding Senior Indebtedness Debt of the Company or the Guarantor until all such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment Senior Debt has been paid in full in cash of all such Senior Indebtedness cash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such the Company's Senior IndebtednessDebt. With respect to the holders of Senior Indebtedness Debt of the Company or any the Guarantor, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 109, and no implied covenants or obligations with respect to any holders of the Company's or the Guarantor's Senior Indebtedness of the Company or any Guarantor Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Company's or the Guarantor's Senior Indebtedness of the Company or any Guarantor Debt, and shall not be liable to any holders of such Senior Indebtedness Debt if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company Company, the Guarantor or any other Person, money or assets to which any holders of such Senior Indebtedness Debt are entitled pursuant to this Article 109, except if such payment is made at a time when a Trust Officer has actual knowledge that the terms of this Article 10 9 prohibit such payment.

When Distributions Must Be Paid Over. In If the event that Company shall make any payment or distribution of assets to the Trustee on account of the Company Accreted Value of or any Guarantorinterest, whether in cashif any, property or securitieson, shall be received by the Trustee Notes, or the Holders shall receive from any source any payment on account of the Accreted Value of or interest, if any, on, the Notes or any obligation in respect of the Notes, at a time when such payment or distribution is prohibited by this Article 1013, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holderspay over and deliver to, as the case may be, to the holders of the Senior Indebtedness of the Company or (pro rata as to each of such Guarantor, as holders on the case may be, remaining unpaid or unprovided for or their representative or representatives, or to basis of the trustee or trustees under any indenture pursuant to which any instruments evidencing any respective amounts of such Senior Indebtedness of the Company held by them) or such Guarantortheir Representative, as the case may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by eachextent due and payable to them, for application to the payment of all outstanding Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment in full in cash of until all such Senior Indebtedness has been paid in full, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such Senior IndebtednessIndebtedness of the Company. With respect to the holders of Senior Indebtedness of the Company or any GuarantorCompany, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 1013, and no implied covenants or obligations with respect to any holders of the 50 Senior Indebtedness of the Company or any Guarantor shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor Company, and shall not be liable to any holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, or on behalf of, Holders or Holders, the Company or any other Person, money or assets to which any holders of such Senior Indebtedness are entitled pursuant to this Article 1013, except if such payment is made at a time when a Trust Responsible Officer has actual knowledge that the terms of this Article 10 13 prohibit such payment.

When Distributions Must Be Paid Over. In If the event that Company shall make any payment or distribution of assets to the Trustee on account of the Company principal of, or premium, if any, or interest on, the Notes, or any Guarantorother Obligation in respect to the Notes, whether in cash, property or securities, shall be received by the Trustee or the Holders shall receive from any source any payment on account of the principal of, or premium, if any, or interest on, the Notes or any Obligation in respect of the Notes, at a time when such payment or distribution is prohibited by this Article 10X, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of of, and shall pay over and deliver to, the holders of Senior Indebtedness Debt (pro rata as to each of such holders on the basis of the Company or respective amounts of such Guarantor, as the case may be, and shall be paid or delivered Senior Debt held by the Trustee or such Holders, as the case may be, to the holders of the Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid or unprovided for them) or their representative Representative or representatives, or to the trustee under the indenture or trustees under any indenture other agreement (if any) pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company or such Guarantor, as the case may be, Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case their respective interests may be, held or represented by eachappear, for application to the payment of all outstanding Senior Indebtedness of the Company or Debt until all such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment Senior Debt has been paid in full in cash or any other form acceptable to the holders of all such Senior Indebtedness Debt, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such Senior IndebtednessDebt. With respect to the holders of Senior Indebtedness of the Company or any GuarantorDebt, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 10X, and no implied covenants or obligations with respect to any holders of the Senior Indebtedness of the Company or any Guarantor Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor Debt, and shall not be liable to any holders of such Senior Indebtedness Debt, if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company or any other Person, Person money or assets to which any holders of such Senior Indebtedness Debt are entitled pursuant to this Article 10X, except if such payment is made at a time (a) after the Trustee has received a Payment Blockage Notice or (b) when a Trust Officer has knowledge that the terms of this Article 10 X prohibit such payment.

When Distributions Must Be Paid Over. In the event that any payment or distribution of assets of If the Company or any Guarantor, whether in cash, property or securities, Subsidiary Guarantor shall be received by make any payment to the Trustee on account of the principal of, or premium, if any, or interest and Liquidated Damages, if any, on, the Notes, or the Holders shall receive from any source any payment on account of the principal of, premium, if any, or interest and Liquidated Damages, if any, on, the Notes or any obligation in respect of the Notes, at a time when such payment or distribution is prohibited by this Article 1014, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holderspay over and deliver to, as the case may be, to the holders of the Senior Indebtedness of the Company or such Guarantor, Subsidiary Guarantor (pro rata as to each of such holders on the case may be, remaining unpaid or unprovided for or their representative or representatives, or to basis of the trustee or trustees under any indenture pursuant to which any instruments evidencing any respective amounts of such Senior Indebtedness of the Company held by them) or such Guarantortheir Representative, as the case their respective interests may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by eachappear, for application to the payment of all outstanding Senior Indebtedness of the such Company or such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment in full in cash of Subsidiary Guarantor until all such Senior Indebtedness has been paid in full, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of Senior Indebtedness of such Senior IndebtednessCompany or Subsidiary Guarantor. With respect to the holders of Senior Indebtedness of the Company or any Guarantorand Subsidiary Guarantors, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 1014, and no implied covenants or obligations with respect to any holders of the Senior Indebtedness of the Company or any Guarantor and the Subsidiary Guarantors shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor and the Subsidiary Guarantors, and shall not be liable to any holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, or on behalf of, Holders or Holders, the Company Company, Subsidiary Guarantors or any other Person, money or assets to which any holders of such Senior Indebtedness are entitled pursuant to this Article 1014, except if such payment is made at a time when a Trust Responsible Officer has actual knowledge that the terms of this Article 10 14 prohibit such payment.

When Distributions Must Be Paid Over. In If the event that Company shall make any payment or distribution of assets to the Trustee on account of the Company principal of, or premium, if any, or interest or Liquidated Damages, if any, on, the Notes, or any Guarantorother Obligation in respect of the Notes, whether in cash, property or securities, shall be received by the Trustee or the Holders shall receive from any source any payment on account of the principal of, or premium, if any, or interest on, the Notes or any Obligation in respect of the Notes, at a time when such payment or distribution is prohibited by this Article 10, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may beof, and shall be paid or delivered by the Trustee or such Holderspay over and deliver to, as the case may be, to the holders of the Company's Senior Indebtedness (pro rata as to each of such holders on the basis of the Company or such Guarantor, as the case may be, remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any respective amounts of such Senior Indebtedness of the Company held by them) or such Guarantortheir Representative, as the case their respective interests may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by eachappear, for application to the payment of all outstanding Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment in full in cash of until all such Senior Indebtedness has been paid in full in cash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such the Company's Senior Indebtedness. With respect to the holders of Senior Indebtedness of the Company or any GuarantorCompany, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to any holders of the Company's Senior Indebtedness of the Company or any Guarantor shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Company's Senior Indebtedness of the Company or any Guarantor Indebtedness, and shall not be liable to any holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company or any other Person, money or assets to which any holders of such Senior Indebtedness are entitled pursuant to this Article 10, except if such payment is made at a time when a Trust Officer has knowledge that the terms of this Article 10 prohibit such payment.

When Distributions Must Be Paid Over. In the event that If any Subsidiary Guarantor shall make any payment or distribution of assets to the Trustee on account of the Company principal of, or premium, if any, or interest on, the Notes, or any Guarantorother Obligations under this Subsidiary Guarantee, whether in cash, property or securities, shall be received by the Trustee or the Holders shall receive from any source any payment on account of the principal of, or premium, if any, or interest on, the Notes or any Obligation in respect of the Notes, at a time when such payment or distribution is prohibited by this Article 10XI, the Trustee or such Holders shall hold such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of of, and shall pay over and deliver to, the holders of Guarantor Senior Indebtedness Debt (pro rata as to each of such holders on the basis of the Company or respective amounts of such Guarantor, as the case may be, and shall be paid or delivered Guarantor Senior Debt held by the Trustee or such Holders, as the case may be, to the holders of the Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid or unprovided for them) or their representative Representative or representatives, or to the trustee under the indenture or trustees under any indenture other agreement (if any) pursuant to which any instruments evidencing any of such Guarantor Senior Indebtedness of the Company or such Guarantor, as the case may be, Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case their respective interests may be, held or represented by eachappear, for application to the payment of all outstanding Guarantor Senior Indebtedness of the Company or Debt until all such Guarantor, as the case may be, remaining unpaid, to the extent necessary to pay or to provide for the payment Guarantor Senior Debt has been paid in full in cash or any other form acceptable to the holders of all such Guarantor Senior Indebtedness Debt after giving effect to any concurrent payment all other payments or distribution to distributions to, or provisions made for, the holders of such Guarantor Senior IndebtednessDebt. With respect to the holders of Guarantor Senior Indebtedness of the Company or any GuarantorDebt, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 10XI, and no implied covenants or obligations with respect to any holders of the Guarantor Senior Indebtedness of the Company or any Guarantor Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Guarantor Senior Indebtedness of the Company or any Guarantor Debt, and shall not be liable to any holders of such Guarantor Senior Indebtedness Debt if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company Subsidiary Guarantors or any other Person, Person money or assets to which any holders of such Guarantor Senior Indebtedness Debt are entitled pursuant to this Article 10XI, except if such payment is made at a time (a) after the Trustee has received a Payment Blockage Notice or (b) when a Trust Officer has knowledge that the terms of this Article 10 XI prohibit such payment.

When Distributions Must Be Paid Over. In the event that any payment or distribution of assets of the Company or any GuarantorParent, whether in cash, property or securities, shall be received by the Trustee or the Holders of Notes Exchange Debentures at a time when such payment or distribution is prohibited by this Article 10, such payment or distribution shall be segregated from other funds or assets and held in trust for the benefit of the holders of Senior Indebtedness of the Company or such Guarantor, as the case may be, Parent and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of the Senior Indebtedness of the Company or such Guarantor, as the case may be, Parent remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company or such Guarantor, as the case may be, Parent may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, Parent held or represented by each, for application to the payment of all Senior Indebtedness of the Company or such Guarantor, as the case may beParent, remaining unpaid, to the extent necessary to pay or to provide for the payment in full in cash of all such Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. With respect to the holders of Senior Indebtedness of the Company or any GuarantorParent, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to any holders of the Senior Indebtedness of the Company or any Guarantor Parent shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor Parent and shall not be liable to any holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company Parent or any other Person, money or assets to which any holders of such Senior Indebtedness are entitled pursuant to this Article 10, except if such payment is made at a time when a Trust Officer has knowledge that the terms of this Article 10 prohibit such payment.

When Distributions Must Be Paid Over. In the event that the Senior Subordinated Trustee or any Holder of Senior Subordinated Notes receives or recovers any payment or distribution of assets on or with respect to a Note Guarantee (other than payments made from any defeasance trust referred to in the section entitled “—Defeasance” if such trust was established prior to the proceedings described above and not in breach of the Company or any Guarantor, whether in cash, property or securities, shall be received by the Trustee Senior Secured Credit Agreement or the Holders terms of Notes any other Note Guarantor Senior Indebtedness) at a time when such payment or distribution is prohibited by the provisions of this Article 10XI, such payment will be held by the Senior Subordinated Trustee or distribution shall be segregated from other funds or assets and held such Holder, in trust for the benefit of of, and will be paid forthwith over and delivered, upon written request, first to the lenders under the Senior Secured Credit Agreement (including in relation to any Hedging Obligations thereunder) and to holders of Hedging Obligations which are secured ratably with the Senior Indebtedness of the Company or such Guarantor, as the case may be, Secured Credit Agreement and shall be paid or delivered by the Trustee or such Holders, as the case may be, second to the holders of the other Note Guarantor Senior Indebtedness of the Company or such Guarantor, as the case their interests may be, remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company or such Guarantor, as the case may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case may be, held or represented by each, appear for application to the payment of all Senior obligations with respect to such Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid, unpaid to the extent necessary to pay or to provide for the payment such obligations in full in cash of all such Senior Indebtedness in accordance with their terms, after giving effect to any concurrent payment or distribution to or for such lenders or other holders. In the holders of such Senior Indebtedness. With respect to the holders of Senior Indebtedness of the Company or event that any Guarantor, the Trustee undertakes to perform only such obligations on its part as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to any holders of the Senior Indebtedness of the Company or any Guarantor shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor and shall not be liable to any holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, or on behalf of, Holders or the Company or any other Person, money or assets to which any holders of such Senior Indebtedness are entitled pursuant to this Article 10, except if such payment is made received by the Senior Subordinated Trustee or such a Holder, the Senior Subordinated Trustee or such Holder shall, if it has knowledge that such payment was received at a time when a Trust Officer has knowledge that it was so prohibited, give notice to the terms of this Article 10 prohibit such paymentagent for the lenders under the Senior Secured Credit Agreement (if any Indebtedness is then outstanding under the Senior Secured Credit Agreement) and the Senior Trustee (if any Indebtedness is then outstanding under the Senior Indenture) and to all other Designated Senior Agents.

When Distributions Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Securities (except in Permitted Junior Securities or distribution of assets of from the Company trust pursuant to Article 8 hereof) at a time when the Trustee or any Guarantorsuch Holder, whether in cashas applicable, property has, subject to Section 12.11, actual knowledge that such payment is prohibited by Section 12.03, Section 11.02 or securitiesboth, hereof, such payment shall be received held by the Trustee or the Holders of Notes at a time when such payment or distribution is prohibited by this Article 10Holder, such payment or distribution shall be segregated from other funds or assets and held as applicable, in trust for the benefit of of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness of the Company or such Guarantor, as the case their interests may be, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of the Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid or unprovided for appear or their representative Representative under this Indenture or representatives, or to the trustee or trustees under any indenture other agreement (if any) pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company or such Guarantor, as the case may be, may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness of the Company or such Guarantor, as the case their respective interests may be, held or represented by eachappear, for application to the payment of all Obligations with respect to Senior Indebtedness of the Company or such Guarantor, as the case may be, remaining unpaid, unpaid to the extent necessary to pay or to provide for the payment such Obligations in full in cash of all such Senior Indebtedness accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. With respect to the holders of Senior Indebtedness of the Company or any GuarantorIndebtedness, the Trustee undertakes to perform only such obligations on its the part of the Trustee as are specifically set forth in this Article 1012, and no implied covenants or obligations with respect to any the holders of the Senior Indebtedness of the Company or any Guarantor shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness of the Company or any Guarantor Indebtedness, and shall not be liable to any such holders of such Senior Indebtedness if the Trustee shall pay over or distribute to, to or on behalf of, of Holders or the Company or any other Person, Person money or assets to which any holders of such Senior Indebtedness are shall be entitled pursuant to by virtue of this Article 1012, except if such payment is made at as a time when a Trust Officer has knowledge that result of the terms willful misconduct or gross negligence of this Article 10 prohibit such paymentthe Trustee.