Certain Payments Held in Trust. In the event that any payment by, or distribution of the assets of, Level 3 LLC of any kind or character, whether in cash, property or securities, and whether directly or otherwise, shall be received by or on behalf of the Trustee or the Securityholders at a time when such payment is prohibited by or contrary to the agreements set forth in this Supplemental Indenture, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to, the Administrative Agent or the Senior Creditors to the extent necessary to make payment in full in cash of all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Administrative Agent or the Senior Creditors in respect of such Senior Obligations.
Certain Payments Held in Trust. Subject to the terms of a subordination agreement entered into pursuant to Section 4.14, in the event that any payment by, or distribution of the assets of, any Subordinated Borrower of any kind or character, whether in cash, property or securities, and whether directly or otherwise, shall be received by or on behalf of any Subordinated Lender at a time when such payment is prohibited by this Agreement, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to, the Issuer to the extent necessary to make payment in full in cash of all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Issuer in respect of such Senior Obligations.
Certain Payments Held in Trust. In the event that any payment by, or distribution of the assets of, any Intercompany Obligor of any kind or character (including any payment by reason of subordination of any Indebtedness to any Subordinated Obligations), whether in cash, property or securities, and whether directly or otherwise, shall be received by or on behalf of any Subordinated Lender at a time when such payment is prohibited by this Agreement, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to, the Borrower or the Collateral Agent to the extent necessary to make payment in full in cash of all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Borrower or the Collateral Agent in respect of such Senior Obligations.
Certain Payments Held in Trust. In the event that the holder of any Junior Debt shall receive any payment or distribution of assets that such holder is not entitled to retain under the provisions of this Note, such holder shall hold any amount so received in trust for the benefit of the Holder of this Note, shall segregate such assets from other assets held by such Holder and shall on demand forthwith turn over such payment or distribution (without liability for interest thereon) to the Holder of this Note in the form received (with any necessary endorsement) to be applied to this Note. Upon such payment to the Holder of this Note, the full amount of such payment shall automatically be added to the principal amount of this Note.
Certain Payments Held in Trust. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution or such giving or receipt of consideration, any Credit Party shall have received any payment or distribution or consideration in respect of the Intercompany Debt contrary to such provisions, then, and in such event, such payment or distribution or consideration shall be received and held in trust for the Lenders and shall be paid over or delivered to the Administrative Agent for application to or as collateral for the payment or prepayment of all Credit Party Obligations in full after giving effect to any concurrent payment or distribution to the Administrative Agent in respect of the Credit Party Obligations. No amount paid by any Credit Party to the holder or holders of the Intercompany Debt and paid over by the holder or holders of the Intercompany Debt to the holders of the Credit Party Obligations pursuant to this Article XI shall, as between any Credit Party and the holder or holders of the Intercompany Debt, be deemed to be a payment by any Credit Party to or on account of such Intercompany Debt.
Certain Payments Held in Trust. In the event that any payment by, or distribution of the assets of, Level 3 LLC of any kind or character, whether in cash, property or securities, and whether directly or otherwise, shall be received by or on behalf of the Trustee or the Securityholders at a time when such payment is prohibited by or contrary to the agreements set forth in this Supplemental Indenture, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to, the Administrative Agent, the Secured Notes Trustees, the Notes Collateral Agents or the other Senior Creditors, subject to the terms of the Intercreditor Agreement, to the extent necessary to make payment in full in cash of all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Administrative Agent, the Secured Notes Trustees, the Notes Collateral Agents or the other Senior Creditors in respect of such Senior Obligations.
Certain Payments Held in Trust. In the event that any payment by, or distribution of the assets of, any Borrower Company of any kind or character, whether in cash, property or securities, and whether directly, by exercise of any right of set-off or otherwise, shall be received by or on behalf of any Subordinated Creditor at a time when such payment is prohibited by this Agreement, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to, (a) the Collateral Agent to the extent necessary to make payment in full in cash of all Senior Obligations of such Borrower Company remaining unpaid, after giving effect to any concurrent payment or distribution to the Senior Creditors in respect of such Senior Obligations, to be held and applied by the Collateral Agent as provided in the Collateral Agency and Intercreditor Agreement or (b) in the case of any payment prohibited under Section 2.3 or 2.4 hereof, the Borrower Company from which such payment was received or, if directed by the Collateral Agent, to the Collateral Agent to be held and applied by the Collateral Agent as provided in the Collateral Agency and Intercreditor Agreement.
Certain Payments Held in Trust. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, Argyle shall have received any payment or distribution in respect of the Subordinated Secured Obligations contrary to such provisions, then and in such event such payment or distribution shall be received and held in trust for the Senior Lenders and shall be paid over or delivered to the Senior Lenders for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the equal and ratable payment or prepayment of all Senior Secured Obligations in full.
Certain Payments Held in Trust. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, the Junior Creditor shall have received any payment or distribution in respect of any Junior Debt contrary to such provisions, then and in such event such payment or distribution shall be received and held in trust for the Senior Creditors and shall be paid over or delivered to the Agent for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of all Senior Debt in full after giving effect to any concurrent payment or distribution to the Agent in respect of the Senior Debt.
Certain Payments Held in Trust. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, any Subordinate Creditor shall have received any payment or distribution in respect of the Subordinated Debt contrary to such provisions, then and in such event such payment or distribution shall be received and held in trust for Senior Lender and the Lenders and shall be paid over or delivered to Senior Lender for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of all Senior Debt in full after giving effect to any concurrent payment or distribution to Senior Lender and the Lenders in respect of the Senior Debt.
