In the event that, notwithstanding the foregoing, any payment by, or distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, shall be directly or indirectly received by # a Pari Passu Creditor, in excess of the amount which the Pari Passu Creditor is entitled to receive pursuant to the foregoing clauses # and/or # in order to make the Pari Passu Debt paid and applied ratably and proportionately amongst and between the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages, the receiving Pari Passu Creditor shall promptly deliver such payment to the other Pari Passu Creditors for application to payment of the remaining unpaid Pari Passu Debt and until so delivered to the other Pari Passu Creditors will be held by the receiving Pari Passu Creditor in trust as the property of the other Pari Passu Creditors.

Any payment by, or any distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, to which the Pari Passu Creditors would be entitled except for the terms and provisions of this Agreement shall be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Pari Passu Creditors to the extent necessary to make all payments and recoveries on account of Pari Passu Debt paid and applied ratably and proportionately amongst and between Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors (other than, during the Subordination Period, any payments and recoveries realized with respect the Collateral – Barrels or the proceeds thereof, which shall be paid and applied first to the 2024 Note Creditors ratably and proportionately on the basis of the respective amounts of outstanding 2024 Debt held by such 2024 Note Creditors until the 2024 Debt is Paid in Full).