Common use of Notice to Trustee Clause in Contracts

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1601, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.51505, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 15 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section 401, and any such payment shall not be subject to the provisions of Section 1501 or 1502. The Trustee, subject to the provisions of Section 601, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 15, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article 15, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the applicable Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.114.01, shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest Interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 16, and any such payment shall not be subject to the provisions of this Article 5; provided that, at the time of any such deposit, such deposit and payment were permitted under this Article 5 without giving effect to the first clause this sentence; provided further that, if the Trustee shall receive any such notice on the date upon which, by the terms hereof, such monies shall be payable, the Trustee may, in its reasonable discretion, waive the foregoing proviso. The Trustee, subject to the provisions of Section 14.01, shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative or a Person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 15. X. Notwithstanding the provisions of this Article 15 X or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15X, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office applicable corporate trust office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.1, shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date not fewer less than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest Interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article X to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article VIII, and any such payment shall not be subject to the provisions of this Article X. The Trustee, subject to the provisions of Section 7.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article X, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article X, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in Upon the form occurrence of an Officers' Certificate Event of Default, the Bank shall, at its option, and in its sole discretion, have the right to a Responsible Officer notify the Trustee of the occurrence of such Event of Default and, in its sole discretion, to request that the Trustee require a redemption of the Bonds in accordance with Section 8.2 of the Indenture or require the Trustee to pursue any and to any paying agent all remedies available under the Loan Agreement and the Indenture. Upon the occurrence of any fact known Event of Default, whether or not the Bank notifies the Trustee of such Event of Default and whether or not the Trustee draws upon the Letter of Credit to redeem the Bonds as a result thereof, (a) the Bank shall have the option to declare (i) all sums then owing to the Company Bank hereunder or under any of the other Borrower Documents, plus (ii) a sum equal to the then Stated Amount of the Letter of Credit (which would prohibit sum, upon receipt thereof by the making Bank, shall be held by the Bank as collateral security for the reimbursement of any drawings under the Letter of Credit and the payment of monies to any other amounts due and payable hereunder or under any of the other Borrower Documents and as collateral security for the Trustee for the benefit of the Bondholders for the repayment by the Trustee or any paying agent in respect Borrower of principal and interest on the Securities pursuant Bonds), immediately due and payable by the Borrower to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 Bank, without presentment, demand, protest, or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence notice of any facts which would prohibit kind; provided that upon the making occurrence of any payment Event of monies to or by Default described in Section 6.01(i) the Trustee in respect of above-described sums shall automatically become immediately due and payable without the Securities pursuant to the provisions of this Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt necessity of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which declaration by the terms hereof any such monies may become payable for any purpose Bank; (b) the Bank shall have all the rights and remedies provided herein, in the other Related Documents, at law, in equity or otherwise, including, without limitation, the payment right to enforce any liens granted under this Agreement, subject to the mortgage of the principal of or any premium or interest on any SecurityFirst Mortgage Bonds and (c) the Trustee shall not have received, with respect Bank may cause the Borrower to such monies, take action to enforce the notice provided for in this Section 15.5, then, anything herein contained to Borrower's rights under the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior dateRelated Documents.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 154. Notwithstanding the provisions of this Article 15 4 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 154, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the applicable Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.111.01, shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date not fewer less than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 4 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 13, and any such payment shall not be subject to the provisions of this Article 4. The Trustee, subject to the provisions of Section 11.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 4, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 4, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the applicable Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.112.01, shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date not fewer less than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest Interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 14, and any such payment shall not be subject to the provisions of this Article 5. The Trustee, subject to the provisions of Section 12.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereofIndebtedness; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.1, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED that if on a date not fewer than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 10, and any such payment shall not be subject to the provisions of Article 5. The Trustee, subject to the provisions of Section 9.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness to establish that such notice has been given by a Representative or a holder of Senior Indebtedness. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 15X . Notwithstanding the provisions of this Article 15 X or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15X , unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office applicable corporate trust office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.1 , shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date not fewer less than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest Interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510.5 , then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article X to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article VIII , and any such payment shall not be subject to the provisions of this Article X. The Trustee, subject to the provisions of Section 7.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article X , the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article X , and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the a form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 1510, but failure to give such notice shall not affect the subordination of the Securities to the Senior Indebtedness as provided in this Article 10. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1510, unless and until a Responsible Trust Officer of the Trustee shall have actually received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.01 hereof, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Purchase Price, interest or any premium or interest on other amounts payable, if any, in respect of any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything to the contrary herein set forth, nothing shall prevent any payment of amounts deposited with the Trustee pursuant to Section 8.01 hereof so long as the Trustee had no notice that such amounts when so deposited were prohibited pursuant to the provisions of Section 10.02 hereof. The Trustee, subject to the provisions of Section 7.01, shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder or a Representative of Designated Senior Indebtedness or a Representative of Senior Indebtedness of the Company (or a trustee on behalf of such holder) to establish that such notice has been given by a holder or a Representative of Designated Senior Indebtedness or a Representative of such Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the a form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 1510, but failure to give such notice shall not affect the subordination of the Securities to the Senior Indebtedness as provided in this Article 10. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1510, unless and until a Responsible Trust Officer of the Trustee shall have actually received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.01 hereof, shall be entitled in all respects to assume that no such facts exist; provided that provided, if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of Principal Amount, Redemption Price, interest or any premium or interest on other amounts payable, if any, in respect of any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything to the contrary herein set forth, nothing shall prevent any payment of amounts deposited with the Trustee pursuant to Section 8.01 hereof so long as the Trustee had no notice that such amounts when so deposited were prohibited pursuant to the provisions of Section 10.02 hereof. The Trustee, subject to the provisions of Section 7.01, shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder or a Representative of Senior Indebtedness of the Company (or a trustee on behalf of such holder) to establish that such notice has been given by a holder or a Representative of such Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the a form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 1510. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1510, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interest, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of or any premium or interest on any Securitythe Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant or that would permit the resumption of any such payment. Failure to give such notice shall not affect the provisions subordination of this Article 15the Securities to Senior Indebtedness. Notwithstanding the provisions of this Article 15 Eleven or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to or that would permit the provisions resumption of this Article 15any such payment, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereofor agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date Responsible Officer of the Trustee shall not fewer than two have received, at least three Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose (including, without limitation, the payment of the principal of principal, Redemption Price, interest, if any, or any premium or interest on other amount payable as contemplated by Section 2.3, as the case may be, in respect of any Security) ), the Trustee shall not have received, notice with respect to such monies, the notice money provided for in this Section 15.511.10, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 6.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Indebtedness (or after a trustee or agent on behalf of such prior dateholder) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee or agent on behalf of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Eleven, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article Eleven, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the right of such person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 15. V. Notwithstanding the provisions of this Article 15 V or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15V, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.. The Trustee, subject to the provisions of Section 9.01, shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article V, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article V, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article V.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15Securities. Notwithstanding the provisions of this Article 15 Twelve or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.112.09, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall not fewer than have received the notice provided for in this Section 12.09 at least two Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to such effect. (b) Subject to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a person representing himself to be a holder of Senior Indebtedness (or after a trustee, fiduciary or agent therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Twelve, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article Twelve, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in Upon the form occurrence of an Officers' Certificate Event of Default, the Bank shall, at its option, and in its sole discretion, have the right to a Responsible Officer notify the Trustee of the occurrence of such Event of Default and, in its sole discretion, to request that the Trustee require a redemption of the Bonds in accordance with Section 8.02 of the Indenture or require the Trustee to pursue any and to any paying agent all remedies available under Indenture. Upon the occurrence of any fact known Event of Default, whether or not the Bank notifies the Trustee of such Event of Default and whether or not the Trustee draws upon the Letter of Credit to redeem the Bonds as a result thereof, (a) the Bank shall have the option to declare (i) all sums then owing to the Company Bank hereunder (including without limitation the Term Loan) or under any of the other Borrower Documents, plus (ii) a sum equal to the then Stated Amount of the Letter of Credit (which would prohibit sum, upon receipt thereof by the making Bank, shall be held by the Bank as collateral security for the reimbursement of any drawings under the Letter of Credit and the payment of monies to any other amounts due and payable hereunder or under any of the other Borrower Documents and as collateral security for the Trustee for the benefit of the Bondholders for the repayment by the Trustee or any paying agent in respect Borrower of principal and interest on the Securities pursuant Bonds), immediately due and payable by the Borrower to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 Bank, without presentment, demand, protest, or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence notice of any facts which would prohibit kind; provided that upon the making occurrence of any payment Event of monies to or by Default described in Section 6.01(i) the Trustee in respect of above-described sums shall automatically become immediately due and payable without the Securities pursuant to the provisions of this Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt necessity of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which declaration by the terms hereof any such monies may become payable for any purpose Bank; (b) the Bank shall have all the rights and remedies provided herein, in the other Related Documents, at law, in equity or otherwise, including, without limitation, the payment right to enforce any liens granted under this Agreement, subject to the mortgage of the principal of or any premium or interest on any SecurityFirst Mortgage Bonds and (c) the Trustee shall not have received, with respect Bank may cause the Borrower to such monies, take action to enforce the notice provided for in this Section 15.5, then, anything herein contained to Borrower’s rights under the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior dateRelated Documents.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent (and the Trustee shall give prompt written notice thereof to the Holders of the Securities) of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 15VII. Notwithstanding the provisions of this Article 15 VII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15VII, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1Article XI, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.57.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article VII to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article XI, and any such payment shall not be subject to the provisions of Article VII. The Trustee, subject to the provisions of Article XI, shall be entitled to rely on the delivery to it of a written notice by a Representative or a Person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article VII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article VII, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 1511. Notwithstanding the provisions of this Article 15 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1511, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest Payable Amount, together with accrued and unpaid interest, if any, on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.511.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 11 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 8, and any such payment shall not be subject to the provisions of Article 11. The Trustee, subject to the provisions of Section 7.01, shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative or a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 11, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 1510. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1510, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of or any premium or interest on any Securitythe Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.

Notice to Trustee. The Company Guarantor shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company Guarantor which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Notes pursuant to the provisions of this Article 152. Notwithstanding the provisions of this Article 15 2 or any other provision of this Supplemental Indenture or the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 152, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company (in the form of an Officers' Certificate) or a Representative Guarantor or a holder or holders of the Senior Indebtedness of the Guarantor or from any trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.15.01 of the Indenture, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two three Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal Principal of (or any premium premium, if any) or interest on any Securitythe Notes) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.52.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent any payment by the Guarantor or the Trustee to the Holders of the Notes of monies in connection with a redemption of the Notes if (i) notice of such redemption has been given pursuant to Article 11 or Section 9.01 of the Indenture prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Guarantor (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness of the Guarantor or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Guarantor to participate in any payment or distribution pursuant to this Article 2, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Guarantor held by such Person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 2, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 159. Notwithstanding the provisions of this Article 15 9 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 159, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, Trustee shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on on, any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.59.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 9 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 12, and any such payment shall not be subject to the provisions of Article 9. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 9, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 9, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15XII. Notwithstanding the provisions of this Article 15 XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15XII, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.512.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article XII to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section 8.1, 8.3 or 8.4 and any such payment shall not be subject to the provisions of Section 12.1 or 12.2. The Trustee, subject to the provisions of Section 7.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XII, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company Tyco or any other Guarantor shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company Tyco or any other Guarantor which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities Guarantees pursuant to the provisions of this Article 15Fifteen. Notwithstanding the provisions of this Article 15 Fifteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Guarantees pursuant to the provisions of this Article 15Fifteen, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company Tyco or any other Guarantor (in the form of an Officers' Certificate) or a Representative or a holder or holders of Guarantor Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.15.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment under the Guarantees of the principal of of, or any premium premium, if any, or interest 66 on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15Senior Subordinated Notes. Notwithstanding the provisions of this Article 15 Eight or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Senior Subordinated Notes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, Trustee shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall not fewer than two have received the notice provided for in this Section 8.09(a) at least three Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Senior Subordinated Notes), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it on within three Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or after the elimination of the act or condition preventing any such prior date.payment unless and until the Trustee shall have received an Officers' Certificate to such effect. Notwithstanding anything to the contrary set forth above, no written notice shall be necessary for the provisions of Section 8.01

Notice to Trustee. The Company relevant Issuer shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company such Issuer which would prohibit the making of any payment of monies deposited by such Issuer to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 1513. Notwithstanding the provisions of this Article 15 13 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies deposited by an Issuer to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1513, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company relevant Issuer (in the form of an Officers' Certificate) or a Representative of Senior Indebtedness or of a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, Trustee shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal amount, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price, or interest, if any, in respect of or any premium or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.513.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies deposited by an Issuer and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities Notes pursuant to the provisions of this Article 157. Notwithstanding the provisions of this Article 15 7 or any other provision of this First Supplemental Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 157, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, Trustee shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on on, any SecurityNote) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.57.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 7 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 8, and any such payment shall not be subject to the provisions of Article 7. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 7, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 7, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 1510. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1510, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, Trustee shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on on, any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 10 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 13, which deposit at the time thereof is not prohibited by this Article 10, and any such payment shall not be subject to the provisions of Article 10. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereofIndebtedness; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two one Business Days Day -------- prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 10, and any such payment shall not be subject to the provisions of Article 5. The Trustee, subject to the provisions of Section 9.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness to establish that such notice has been given by a Representative or a holder of Senior Indebtedness. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 15Article. Notwithstanding Regardless of anything to the provisions of contrary contained in this Article 15 or any other provision of elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or of any default or event of default with respect to any Senior Indebtedness or of any other facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof in writing (which may be by telegram, telecopy or other similar writing) at the its Corporate Trust Office from to that effect signed by an officer of the Company (in the form of an Officers' Certificate) Company, or a Representative or by a holder or holders agent of a holder of Senior Indebtedness who shall have been certified by the Company or from otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent, or by the trustee under any trustee thereof; and before indenture pursuant to which Senior Indebtedness shall be outstanding, and, prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 6.16.01 and Section 6.03, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than at least two New York Business Days prior to the date upon which by the terms hereof any such monies may shall become payable for any purpose (including, without limitation, the payment of the principal of or any premium premium, if any, or interest interest, if any, on any Security) the Trustee shall not have received, received with respect to such monies, monies the notice provided for in this Section 15.5Section, then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Regardless of anything to the contrary herein (but subject, in the case of clause (a) of this paragraph, to the second paragraph of Section 13.02), nothing shall prevent (a) any payment by the Company or the Trustee to the Securityholders of amounts in connection with a redemption of Securities if (i) notice of such redemption has been given pursuant to Article XI prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before any redemption date, or (b) any payment by the Trustee to the Securityholders of amounts deposited with it pursuant to Section 4.01 or Section 4.04(a), provided, that, in the case of Section 4.04(a), the applicable Securities are deemed to have been paid and discharged, and in the case of Section 4.01, the Trustee shall not have received, by at least two New York Business Days prior to the date of execution of instruments acknowledging the satisfaction of and discharge of this Indenture with respect to the applicable Securities, the notice provided in the preceding paragraph. Subject to Section 6.01 and Section 6.03, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or a trustee on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent at its Corporate Trust Office in respect of the Securities pursuant to the provisions of this Article 15Notes. Notwithstanding the provisions of this Article 15 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Notes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness Debt or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.111.09, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED, HOWEVER, that if on a date the Trustee shall not fewer than two have received the notice provided for in this Section 11.09 at least five Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Note), then, anything herein 109 118 contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Debt or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within five Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to such effect. (b) Subject to the provisions of Section 7.01 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing itself to be a holder of Senior Debt (or after a trustee, fiduciary or agent therefor) to establish that such prior datenotice has been given by a holder of Senior Debt (or a trustee, fiduciary or agent therefor); PROVIDED, HOWEVER, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 11, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in Upon the form occurrence of an Officers' Certificate Event of Default, the Bank's obligation to a Responsible Officer consent to any further Disbursements shall terminate, and the Bank shall, at its option, have the right to notify the Trustee of the Trustee occurrence of such Event of Default and to any paying agent request that the Trustee accelerate the Company Loan and call all Bonds for redemption in accordance with Section 802 of the Indenture. Upon the occurrence of any fact known Event of Default, whether or not the Bank notifies the Trustee of such Event of Default and whether or not the Trustee draws upon the Letter of Credit to redeem the Bonds as a result thereof, (a) the Bank shall have the option to declare (i) all sums then owing to the Company Bank hereunder or under any of the other L/C Documents, plus (ii) a sum equal to the then Stated Amount of the Letter of Credit (which would prohibit sum, upon receipt thereof by the making Bank, shall be held by the Bank as collateral security for the reimbursement of any drawings under the Letter of Credit and the payment of monies to any other amounts due and payable hereunder or under any of the other L/C Documents and as collateral security for the Trustee for the benefit of the Bondholders for the repayment by the Trustee or any paying agent in respect Company of principal and interest on the Securities pursuant Bonds), immediately due and payable by the Company to the provisions Bank, without presentment, demand, protest, or notice of this Article 15. Notwithstanding any kind; provided that upon the provisions occurrence of this Article 15 any Event of Default described in Subsection 8.12 or any other provision of this IndentureSubsection 8.13, the Trustee above-described sums shall not be charged with knowledge of automatically become immediately due and payable without the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt necessity of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which declaration by the terms hereof any such monies may become payable for any purpose Bank; and (b) the Bank shall have all the rights and remedies provided herein and in the other Related Documents, including, without limitation, the payment of the principal of or right to enforce any premium or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in Liens granted under this Section 15.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were receivedAgreement, and shall not be affected by any notice to the contrary which may be received by it on or after such prior dateBank Security Documents.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent at its Corporate Trust Office in respect of the Securities pursuant to the provisions of this Article 15Securities. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness Debt or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.110.09, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall not fewer than two have received the notice provided for in this Section 10.09 at least five Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within five Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to such effect. (b) Subject to the provisions of Section 7.01 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing itself to be a holder of Senior Debt (or after a trustee, fiduciary or agent therefor) to establish that such prior datenotice has been given by a holder of Senior Debt (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereofIndebtedness; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 10, and any such payment shall not be subject to the provisions of Article 5. The Trustee, subject to the provisions of Section 9.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness to establish that such notice has been given by a Representative or a holder of Senior Indebtedness. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereofIndebtedness; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two one -------- Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of (or any premium premium, if any) or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 13, and any such payment shall not be subject to the provisions of Article 5. The Trustee, subject to the provisions of Section 9.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness to establish that such notice has been given by a Representative or a holder of Senior Indebtedness. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the a form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 1510. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1510, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price or interest, if any, in respect of or any premium or interest on any Security) , the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything to the contrary herein set forth, nothing shall prevent any payment by the Company or the Trustee to the Holders of monies (A) in connection with a redemption of Securities if (i) notice of such redemption has been given pursuant to Article 3 or Section 8.01 hereof prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date; and (B) in connection with a repayment of a Security pursuant to Section 3.09 if, prior to the receipt by the Trustee of written notice as aforesaid, the Company has given notice of a Fundamental Change. The Trustee, subject to the provisions of Section 7.01, shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder or a Representative of Designated Senior Indebtedness or a Representative of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder or a Representative of Designated Senior Indebtedness or a Representative of such Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which that would prohibit the making of any payment or delivery of monies or shares of Common Stock, as the case may be, to or by the Trustee or any paying agent Paying Agent in respect of the Securities Notes pursuant to the provisions of this Article 1513. Notwithstanding the provisions of this Article 15 13 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment or delivery of monies or shares of Common Stock to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 1513, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; Indebtedness, and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies or shares of Common Stock may become payable or deliverable, as the case may be, for any purpose (including, without limitation, the payment of the principal of or any premium or interest on any SecurityNote) the Trustee shall not have received, with respect to such moniesmonies or shares of Common Stock, the notice provided for in this Section 15.513.06, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same or shares of Common Stock received to the purpose for which they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such prior date. Notwithstanding anything in this Article 13 to the contrary, nothing shall prevent any payment or delivery by the Trustee to the Holders of monies or shares of Common Stock, as the case may be, deposited with it pursuant to Section 3.01. The Trustee, subject to the provisions of Section 7.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Indebtedness pursuant to this Article 13 unless it has received satisfactory evidence as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 13.

Notice to Trustee. (a) The Company or any Guarantor shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company or any such Guarantor which would prohibit the making of any payment of monies to or by the Trustee or any paying agent at its Corporate Trust Office in respect of the Securities Guarantees pursuant to the provisions of this Article 1511. Notwithstanding the provisions of this Article 15 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Guarantees, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Guarantor Senior Indebtedness or from any trustee thereoftrustee, fiduciary, representative, or agent therefor no later than two Business Days prior to such payment; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.111.14, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED, HOWEVER, that if on a date the Trustee shall not fewer than two have received the notice referred to in this Section 11.14 at least one Business Days Day prior to the date upon which by the terms hereof any such monies payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Note), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Guarantor Senior Indebtedness or any trustee, fiduciary, representative, or agent therefor as against the Holders or any other Person, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it on less than one Business Day prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such applicable default in respect of Designated Senior Indebtedness or after the elimination of the act or condition preventing any such prior datepayment unless and until the Trustee shall have received an Officers' Certificate to such effect (subject to the rights of the holders of the Designated Senior Indebtedness under Section 11.09). Nothing contained in this Section 11.14 shall limit the right of holders of Senior Indebtedness to recover payments as contemplated by Section 11.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 15XII. Notwithstanding the provisions of this Article 15 XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15XII, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.1 and Section 7.2, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.512.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article XII to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section 8.1, and any such payment shall not be subject to the provisions of Section 12.1 or 12.2. The Trustee, subject to the provisions of Section 7.1 and Section 7.2, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies cash, property, securities or other assets to or by the Trustee or any paying agent Paying Agent in respect of the Securities Notes pursuant to the provisions of this Article 15XII. Notwithstanding the provisions of this Article 15 XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies cash, property, securities or other assets to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 15XII, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.111.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies cash, property, securities or other assets may become payable for any purpose (including, without limitation, the payment of the principal of of, interest or any premium or interest Liquidated Damages, if any, on any SecurityNote) the Trustee shall not have received, with respect to such moniescash, property, securities or other assets, the notice provided for in this Section 15.512.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies cash, property, securities or other assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article XII to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article XIII, and any such payment shall not be subject to the provisions of this Article XII. The Trustee, subject to the provisions of Section 11.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XII, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Notes pursuant to the provisions of this Article 15IV. Notwithstanding the provisions of this Article 15 IV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 15IV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness Obligations or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, Trustee shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two (2) Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest Liquidated Damages on any SecurityNote) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same received to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article IV to the contrary, nothing shall prevent any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section 13.1, provided such deposit was not in violation of this Article IV, and any such payment shall not be subject to the provisions of Section 4.1 or 4.2 The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative to a person representing himself to be a holder of Senior Obligations (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Obligations or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Obligations pursuant to this Article IV unless it has received reasonably satisfactory evidence as to the amount of Senior Obligations held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article IV.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 10, and any such payment shall not be subject to the provisions of Article 5. The Trustee, subject to the provisions of Section 9.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 1516. Notwithstanding the provisions of this Article 15 16 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1516, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; Indebtedness, and before the receipt of any such written notice, the Trustee, 97 subject to the provisions of Section 6.16.01, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.516.09, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same received to the purpose for which they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such prior date. Notwithstanding anything in this Article 16 to the contrary, nothing shall prevent any payment by the Trustee to the Securityholders of monies deposited with it pursuant to Section 11.01, if a Responsible Officer of the Trustee shall not have received written notice at the Corporate Trust Office on or before one Business Day prior to the date such payment is due that such payment is not permitted under Section 16.01 or 16.02. The Trustee, subject to the provisions of Section 6.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Indebtedness pursuant to this Article 16 unless it has received satisfactory evidence as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 16.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15Securities. Notwithstanding the provisions of this Article 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftherefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1601, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if the Trustee shall not have received the notice provided for in this Section prior to 11:00 a.m. Eastern time on a the date not fewer than which is at least two Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose (including, without limitation, the payment of the principal of or any premium (and premium, if any) or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it on or after 11:00 a.m. Eastern time two Business Days prior to such prior date. Notwithstanding anything in this Article Twelve to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section 401, and any such payment shall not be subject to the provisions of Sections 1202, 1203 or 1204. Subject to the provisions of Article Six, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Notes pursuant to the provisions of this Article 154. Notwithstanding the provisions of this Article 15 4 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 15, 4 unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; Indebtedness, and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.18.01 hereof, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest (including Liquidated Damages, if any) on any SecurityNote) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5, 4.05 then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same received to the purpose for which they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such prior date. Notwithstanding anything in this Article 4 to the contrary, nothing shall prevent any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section 13.01 hereof, if a Responsible Officer of the Trustee shall not have received written notice at the Corporate Trust Office on or before one Business Day prior to the date such payment is due that such payment is not permitted under Section 4.01 or 4.02 hereof. The Trustee, subject to the provisions of Section 8.01 hereof, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Indebtedness pursuant to this Article 4 unless it has received satisfactory evidence as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 4.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Debentures pursuant to the provisions of this Article 15VI. Notwithstanding the provisions of this Article 15 VI or any other provision of this Supplemental Indenture or the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Debentures pursuant to the provisions of this the Article 15VI, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness Debt or from any representative or trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, Trustee shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days three business days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of (or any premium premium, if any) or interest on any SecurityDebenture) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.56.05, then, anything herein contained in this Supplemental Indenture or the Indenture to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.. Notwithstanding anything to the contrary set forth in this Supplemental Indenture or the Indenture, nothing shall prevent any payment by the Company or the Trustee to the Debentureholders of monies in connection with a redemption of Debentures if notice of such redemption has been given prior to the receipt by the Trustee of written notice as aforesaid, and such notice of redemption is given not earlier than 60 days before the Redemption Date. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a representative or trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a representative or trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article VI, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or

Notice to Trustee. The Company Parent shall give prompt written notice in the a form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent of any fact known to the Company Parent which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 15. 10A, but failure to give such notice shall not affect the subordination of the Securities to the Parent Senior Indebtedness as provided in this Article 10A. Notwithstanding the provisions of this Article 15 10A or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1510A, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company Parent (in the form of an Officers' Certificate) or a Representative or a holder or holders of Parent Senior Indebtedness or a Representative or from any trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price, interest or any premium or interest on other amounts payable, if any, in respect of any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510A.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything to the contrary herein set forth, nothing shall prevent any payment of amounts deposited with the Trustee pursuant to Section 8.01 so long as the Trustee had no notice that such amounts when so deposited were prohibited pursuant to the provisions of Section 10A.2.

Notice to Trustee. (a) The Company Issuer shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee of any facts known to the Issuer, and any Guarantor shall give prompt written notice to any paying agent a Responsible Officer of the Trustee of any fact known to the Company such Guarantor, which would prohibit the making of any payment of monies to or by the Trustee or any paying agent at its Corporate Trust Office in respect of the Securities Guarantees pursuant to the provisions of this Article 15XI. Notwithstanding the provisions of this Article 15 XI or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Guarantees, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative Issuer or a holder or holders of Senior Indebtedness of a Guarantor or from any trustee thereoftrustee, fiduciary, representative, or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.111.13, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall not fewer than have received the written notice referred to in this Section 11.13 at least two Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Note), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness of a Guarantor or any trustee, fiduciary, representative, or agent therefor, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which that may be received by it on less than two Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such applicable default in respect of Designated Senior Indebtedness or after the elimination of the act or condition preventing any such prior datepayment unless and until the Trustee shall have received an Officers’ Certificate to such effect. (b) In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article XI, the Trustee may request such Person to furnish evidence satisfactory to the Trustee as to the amount of Senior Indebtedness of a Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XI, and if such evidence is not furnished, the Trustee, acting in good faith, may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 1512. Notwithstanding the provisions of this Article 15 12 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1512, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, interest or interest Additional Interest, if any, on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.512.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 12 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 8, and any such payment shall not be subject to the provisions of Article 12. The Trustee, subject to the provisions of Section 7.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 12, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the applicable Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.112.01, shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date not fewer less than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest Interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 14, and any such payment shall not be subject to the provisions of this Article 5. The Trustee, subject to the provisions of Section 12.01, shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company or any Guarantor shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company or any such Guarantor which would prohibit the making of any payment of monies to or by the Trustee or any paying agent at its Corporate Trust Office in respect of the Securities Guarantees pursuant to the provisions of this Article 15Ten. Notwithstanding the provisions of this Article 15 Ten or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Guarantees, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Guarantor Senior Indebtedness or from any trustee thereoftrustee, fiduciary, representative, or agent therefor no later than two Business Days prior to such payment; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.110.14, and subject to the provisions of Sections 7.01 and 7.02 hereof, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall not fewer than two have received the notice referred to in this Section 10.14 at least one Business Days Day prior to the date upon which by the terms hereof any such monies payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Note), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Guarantor Senior Indebtedness or any trustee, fiduciary, representative, or agent therefor as against the Holders of the Notes or any other Person, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it on less than one Business Day prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such applicable default in respect of Designated Senior Indebtedness or after the elimination of the act or condition preventing any such prior datepayment unless and until the Trustee shall have received an Officers' Certificate to such effect (subject to the rights of the holders of the Designated Senior Indebtedness under Section 10.09 hereof). Nothing contained in this Section 10.14 shall limit the right of holders of Senior Indebtedness to recover payments as contemplated by Section 10.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15. X. Notwithstanding the provisions of this Article 15 X or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15X, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; Debt as to which it may rely, and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same received to the purpose for which they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such prior date.. 41 Notwithstanding anything in this Article X to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section 7.1, if a Responsible Officer of the Trustee shall not have received written notice at the Corporate Trust Office on or before three Business Days prior to the date such payment is due that such payment is not permitted under Section 10.1 or 10.2. The Trustee, subject to the provisions of Section 6.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Debt pursuant to this Article X unless it has received satisfactory evidence as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article X.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Notes pursuant to the provisions of this Article 15IV. Notwithstanding the provisions of this Article 15 IV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or of any default or event of default with respect to any Senior Indebtedness or of any other facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 15IV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereofthereof who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or trustee; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.18.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than at least two (2) Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) Note), the Trustee shall not have received, received with respect to such monies, monies the notice provided for in this Section 15.54.5, then, Notwithstanding anything herein contained to the contrary notwithstandinghereinbefore set forth, nothing shall prevent (a) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a redemption of Notes if (i) notice of such redemption has been given pursuant to Article III prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than sixty (60) days before the redemption date, (b) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a repurchase of Notes if (i) notice of such repurchase has been given pursuant to Article XVI prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of repurchase is given not earlier than forty (40) days before the repurchase date, or (c) any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section 13.1. The Trustee, subject to the provisions of Section 8.1, shall be entitled to rely on the delivery to it of a written notice by a person representing itself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article IV, the Trustee shall have full power may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and authority any other facts pertinent to the rights of such person under this Article IV, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior datepayment.

Notice to Trustee. The Company Issuer shall give prompt written notice in the form of an Officers' Officer’s Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company Issuer which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities Notes pursuant to the provisions of this Article 1512. Notwithstanding the provisions of this Article 15 12 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 1512, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office office of the Trustee specified in Section 13.02 hereof from the Company Issuer (in the form of an Officers' Officer’s Certificate) or a Debt Representative or a holder or holders of Senior Indebtedness or from any trustee thereofFirst Lien Secured Debt; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior with respect to the date upon which by the terms hereof any such monies that may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, interest or interest Additional Interest, if any, on any SecurityNote) unless the Trustee shall not have received, with respect on a date not less than two Business Days immediately prior to the date upon which by the terms hereof such moniesmonies shall become payable, the notice provided for in this Section 15.512.05, then, anything herein contained in Section 12.02 to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date; provided further that if the Trustee shall receive any such notice on the date upon which by the terms hereof such monies shall become payable, the Trustee may, in its reasonable discretion, waive the time for notice provided in the foregoing provision. The Trustee, subject to the provisions of Section 7.01, shall be entitled to conclusively rely on the delivery to it of a written notice by a Debt Representative or a Person representing himself to be a holder of First Lien Secured Debt to establish that such notice has been given by a Debt Representative or a holder of First Lien Secured Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of First Lien Secured Debt to participate in any payment or distribution pursuant to this Article 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of First Lien Secured Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 12, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company and each Guarantor shall ----------------- give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company or such Guarantor which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to Convertible Notes or the provisions of this Article 15Convertible Note Guarantees, as applicable. Notwithstanding the provisions of this Article 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to Convertible Notes or the provisions of this Article 15, Convertible Note Guarantees unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative Company, any Guarantor or a holder or holders of Senior Indebtedness or from any trustee thereoftherefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date Trust Officer of the Trustee -------- shall not fewer than two have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on (including Special Interest, if any) on, and any Security) the Trustee shall not have received, with other amounts due in respect to such monies, the notice provided for in this Section 15.5of any Convertible Note), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 7.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or after a trustee therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities Notes pursuant to the provisions of this Article 1516. Notwithstanding the provisions of this Article 15 16 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 1516, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.18.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.516.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 16 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 13, and any such payment shall not be subject to the provisions of this Article 16. The Trustee, subject to the provisions of Section 8.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 16, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 16, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent at its Corporate Trust Office in respect of the Securities pursuant to the provisions of this Article 15Notes. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Notes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.110.09, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall not fewer than two have received the notice provided for in this Section 10.09 at least five Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Note), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it on within five Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or after the elimination of the act or condition preventing any such prior datepayment unless and until the Trustee shall have received an Officers' Certificate to such effect.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact (other than the existence of a Payment Default or a Payment Blockage Period) known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15Securities. Notwithstanding the provisions of this Article 15 XIII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the existence of a Payment Default or a Payment Blockage Period) which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Securities, unless and until a Responsible Officer of the Trustee Trustee, on behalf of the Trustee, shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.113.9, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date Payment Default does not fewer than two exist, a Payment Blockage Period is not in effect and the Trustee shall not have received the notice provided for in this Section 13.9 at least one Business Days Day prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within one Business Day prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to such effect. (b) Subject to TIA Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice to a Responsible Officer of the Trustee, on behalf of the Trustee, by a person representing himself to be a holder of Senior Indebtedness (or after a trustee, fiduciary or agent therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XIII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XIII, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15Securities. Notwithstanding the provisions of this Article 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a Company, any holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1601 hereof, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED, HOWEVER, that if on a date the Trustee shall not fewer than two have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5), then, anything herein contained to the contrary notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date. Any notice required or permitted to be given to the Trustee by a holder of Senior Indebtedness or by any agent, trustee or representative thereof shall be in writing and shall be sufficient for every purpose hereunder if in writing and either (i) sent via facsimile to the Trustee, the receipt of which shall be confirmed via telephone, or (ii) mailed, first class postage prepaid, or sent by overnight carrier, to the Trustee addressed to its Corporate Trust Office or to any other address furnished in writing to such holder of Senior Indebtedness by the Trustee. Subject to the provisions of Section 601 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or after a trustee, fiduciary or agent therefor to establish that such prior datenotice has been given by a holder of Senior Indebtedness or a trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. Notwithstanding anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received by a Responsible Officer at the Corporate Trust Office.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Debentures pursuant to the provisions of this Article 154. Notwithstanding the provisions of this Article 15 4 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Debentures pursuant to the provisions of this Article 154, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; Indebtedness, and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.01, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any SecurityDebenture) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same received to the purpose for which they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such prior date. Notwithstanding anything in this Article 4 to the contrary, nothing shall prevent any payment by the Trustee to the Debenture holders of monies deposited with it pursuant to Section 14.01, if a Responsible Officer of the Trustee shall not have received written notice at the Corporate Trust Office on or before one Business Day prior to the date such payment is due that such payment is not permitted under Section 4.01 or 4.02. The Trustee, subject to the provisions of Section 9.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Indebtedness pursuant to this Article 4 unless it has received satisfactory evidence as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 4.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 10, and any such payment shall not be subject to the provisions of Article 5. The Trustee, subject to the provisions of Section 9.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.1, shall be entitled in all respects to assume that no such facts exist; provided that PROVIDED THAT if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 10, and any such payment shall not be subject to the provisions of Article 5. The Trustee, subject to the provisions of Section 9.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if 35 such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities Notes pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the applicable Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.16.01, shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date not fewer less than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest on any SecurityNote) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.515.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 15 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 11, and any such payment shall not be subject to the provisions of this Article 15. The Trustee, subject to the provisions of Section 6.01, shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative or a Person representing itself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 15, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 15, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Notes pursuant to the provisions of this Article 15IV. Notwithstanding the provisions of this Article 15 IV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 15IV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness Obligations or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, Trustee shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two (2) Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest (including Liquidated Damages, if any) on any SecurityNote) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same received to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article IV to the contrary, nothing shall prevent any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section 13.1, The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative to a person representing himself to be a holder of Senior Obligations (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Obligations or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Obligations pursuant to this Article IV unless it has received reasonably satisfactory evidence as to the amount of Senior Obligations held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article IV.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Notes pursuant to the provisions of this Article 15Four. Notwithstanding the provisions of this Article 15 Four or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 15Four, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Principal Office of the Trustee from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.18.01, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED that if on a date not fewer than two Business Days three business days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price or interest, if any, in respect of or any premium or interest on any SecurityNote) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything to the contrary herein set forth, nothing shall prevent any payment by the Company or the Trustee to the Noteholders of monies (A) in connection with a redemption of Notes if (i) notice of such redemption has been given pursuant to Article Three or Section 13.01 hereof prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date; and (B) in connection with a redemption of a Note pursuant to Article Sixteen if, prior to the receipt by the Trustee of written notice as aforesaid, the Company has given notice of a Fundamental Change. The Trustee, subject to the provisions of Section 8.01, shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. If the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Four, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Four, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 10, and any such payment shall not be subject to the provisions of Article 5. The Trustee, subject to the provisions of Section 9.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Notes pursuant to the provisions of this Article 15Four. Notwithstanding the provisions of this Article 15 Four or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 15Four, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; Indebtedness, and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.18.1, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest (including Liquidated Damages, if any) on any SecurityNote) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same received to the purpose for which they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such prior date. Notwithstanding anything in this Article Four to the contrary, nothing shall prevent any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section 13.1, if a Responsible Officer of the Trustee shall not have received written notice at the Corporate Trust Office on or before one Business Day prior to the date such payment is due that such deposit was not permitted under Section 4.1 or 4.2 at the time such deposit was made. The Trustee, subject to the provisions of Section 8.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Indebtedness pursuant to this Article Four unless it has received satisfactory evidence as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Four.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities Notes pursuant to the provisions of this Article 154. Notwithstanding the provisions of this Article 15 4 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 154, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and Senior Subordinated Indebtedness, and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.18.01, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date not fewer less than two (2) Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest Interest on any SecurityNote) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same received to the purpose for which they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such prior date. The Trustee, subject to the provisions of Section 8.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior and Senior Subordinated Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior and Senior Subordinated Indebtedness or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior and Senior Subordinated Indebtedness pursuant to this Article 4 unless it has received satisfactory evidence as to the amount of Senior and Senior Subordinated Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 4.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact (other than the existence of a Payment Default or a Payment Blockage Period) known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15Securities. Notwithstanding the provisions of this Article 15 XIII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the existence of a Payment Default or a Payment Blockage Period) which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Securities, unless and until a Responsible Officer of the Trustee Trustee, on behalf of the Trustee, shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.113.9, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date Payment Default does not fewer than two exist, a Payment Blockage Period is not in effect and the Trustee shall not have received the notice provided for in this Section 13.9 at least one Business Days Day prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within one Business Day prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to such effect. (b) Subject to TIA Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice to a Responsible Officer of the Trustee, on behalf of the Trustee, by a Person representing himself to be a holder of Senior Indebtedness (or after a trustee, fiduciary or agent therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XIII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XIII, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Notes pursuant to the provisions of this Article 15IV. Notwithstanding the provisions of this Article 15 IV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 15IV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.18.1, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED that if on a date not fewer than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any SecurityNote) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.. Notwithstanding anything in this Article IV to the contrary, nothing shall prevent (a) any payment by the Company or the Trustee to the Trustee or Noteholders of amounts in connection with a redemption of Notes (including a redemption pursuant to Section 3.5) if (i) notice of such redemption has been given pursuant to Article III prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than sixty (60) days

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 159. Notwithstanding the provisions of this Article 15 9 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 159, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, Trustee shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on on, any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.59.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 9 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 12, and any such payment shall not be subject to the provisions of Article 9. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 9, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 9, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Issuer shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company Issuer which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15Bonds. Notwithstanding the provisions of this Article 15 Ten or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Bonds, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative Issuer or a holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.110.09, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall not fewer than two have received the notice provided for in this Section 10.09 at least three Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Bond), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to such effect. (b) Subject to the provisions of Section 7.01, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Issuer by a person representing himself to be a holder of Senior Indebtedness (or after a trustee, fiduciary or agent therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article Ten, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

Notice to Trustee. (a) The Company Issuers shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company Issuers which would prohibit the making of any payment of monies to or by the Trustee or any paying agent at its Corporate Trust Office in respect of the Securities pursuant to the provisions of this Article 15Notes. Notwithstanding the provisions of this Article 15 12 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Notes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative Issuers or a holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.112.09, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall not fewer than have received the notice provided for in this Section 12.09 at least two Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Note), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it on within two Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or after the elimination of the act or condition preventing any such prior datepayment unless and until the Trustee shall have received an Officers’ Certificate to such effect. (b) In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 12, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact (other than the existence of a Payment Default or a Payment Blockage Period) known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15Securities. Notwithstanding the provisions of this Article 15 XIII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the existence of a Payment Default or a Payment Blockage Period) which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Securities, unless and until a Responsible Officer of the Trustee Trustee, on behalf of the Trustee, shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.113.9, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date Payment Default does not fewer than two exist, a Payment Blockage Period is not in effect and the Trustee shall not have received the notice provided for in this Section 13.9 at least one Business Days Day prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium (and premium, if any) or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within one Business Day prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to such effect. (b) Subject to TIA Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice to a Responsible Officer of the Trustee, on behalf of the Trustee, by a person representing himself to be a holder of Senior Indebtedness (or after a trustee, fiduciary or agent therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XIII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XIII, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15Notes. Notwithstanding the provisions of this Article 15 Ten or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Notes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.110.09, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall not fewer than two have received the notice provided for in this Section 10.09 at least three Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Note), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to such effect. (b) Subject to the provisions of Section 7.01, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a person representing himself to be a holder of Senior Indebtedness (or after a trustee, fiduciary or agent therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article Ten, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the a form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 1510. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1510, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal Principal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price or interest, if any, in respect of or any premium or interest on any Security) Security the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything to the contrary herein set forth, nothing shall prevent any payment by the Company or the Trustee to the Holders of monies (A) in connection with a redemption of Securities if (i) notice of such redemption has been given pursuant to Article 3 or Section 8.01 hereof prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date; and (B) in connection with a repayment of a Security pursuant to Section 3.09 if, prior to the receipt by the Trustee of written notice as aforesaid, the Company has given notice of a Fundamental Change. The Trustee, subject to the provisions of Section 7.01, shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder or a Representative of Designated Senior Indebtedness or a Representative of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder or a Representative of Designated Senior Indebtedness or a Representative of such Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15Securities. Notwithstanding the provisions of this Article 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a Company, any holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.16.01 hereof, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED, HOWEVER, that if on a date the Trustee shall not fewer than two have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5), then, anything herein contained to the contrary notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date. Any notice required or permitted to be given to the Trustee by a holder of Senior Indebtedness or by any agent, trustee or representative thereof shall be in writing and shall be sufficient for every purpose hereunder if in writing and either (i) sent via facsimile to the Trustee, the receipt of which shall be confirmed via telephone, or (ii) mailed, first class postage prepaid, or sent by overnight carrier, to the Trustee addressed to its Corporate Trust Office or to any other address furnished in writing to such holder of Senior Indebtedness by the Trustee. Subject to the provisions of Section 6.01 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or after a trustee, fiduciary or agent therefor to establish that such prior datenotice has been given by a holder of Senior Indebtedness or a trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. Notwithstanding anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received by a Responsible Officer at the Corporate Trust Office.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the any Securities of any series (or any Coupons appertaining thereto) pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 or any other provision of this the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the any Securities of any series (or any Coupons appertaining thereto) pursuant to the provisions of this Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftherefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.2, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall have not fewer than received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose (including, without limitation, the payment of the principal of (or any premium premium, if any) or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Securities of any series (or any Coupons appertaining thereto)), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies moneys and to apply the same to the purpose purposes for which they were received, and shall not be affected by any notice to the contrary which that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 7.2, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or after a trustee therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 15, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 15, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent at its Corporate Trust Office in respect of the Securities pursuant to the provisions of this Article 15Securities. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness Debt or from any trustee thereoftrustee, fiduciary, representative, or agent therefor no later than one Business Day prior to such payment; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.110.09, and subject to the provisions of Sections 7.01 and 7.02 hereof, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall not fewer than two have received the notice referred to in this Section 10.09 at least one Business Days Day prior to the date upon which by the terms hereof any such monies payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Debt or any trustee, fiduciary, representative, or agent therefor as against the Holders of the Securities or any other Person, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it less than one Business Day prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such applicable default in respect of Designated Senior Debt or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers’ Certificate to such effect (subject to the rights of the holders of the Designated Senior Debt under Section 10.03 hereof). (b) Subject to the provisions of Section 7.01 hereof, the Trustee shall be entitled to rely (to the extent reasonable and in good faith) on the delivery to it of a written notice to the Trustee and the Company by a Person representing itself to be a holder of Senior Debt (or after a trustee, fiduciary, representative, or agent therefor) for purposes of establishing that such prior datenotice actually has been given by a holder of Senior Debt (or a trustee, fiduciary, representative, or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10, and if such evidence is not furnished, the Trustee, acting in good faith, may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company During any period for which a demand for payment by Parent pursuant to Article III of this First Supplemental Indenture remains outstanding, Parent shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company Parent which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 15IV. Notwithstanding the provisions of this Article 15 IV or any other provision of the Indenture, as amended and supplemented by this First Supplemental Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15IV, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company Parent (in the form of an Officers' Certificate) or a Representative or a holder Holder or holders Holders of Parent Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.1 of the Indenture, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. The Trustee, subject to the provisions of Section 9.1 of the Indenture, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Parent Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Parent Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Parent Senior Indebtedness to participate in any payment or distribution pursuant to this Article IV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Parent Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article IV, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent at its Corporate Trust Office in respect of the Securities pursuant to the provisions of this Article 15Notes. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Notes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness Debt or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.110.09, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall not fewer than two have received the notice provided for in this Section 10.09 at least five Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have receivedon, or Liquidated Damages with respect to such moniesto, the notice provided for in this Section 15.5any Note), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Debt or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within five Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to such effect. (b) Subject to the provisions of Section 7.01 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing itself to be a holder of Senior Debt (or after a trustee, fiduciary or agent therefor) to establish that such prior datenotice has been given by a holder of Senior Debt (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written ----------------- notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Debentures pursuant to the provisions of this Article 15IV. Notwithstanding the provisions of this Article 15 IV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or of any default or event of default with respect to any Senior Indebtedness or of any other facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Debentures pursuant to the provisions of this Article 15IV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders or Representative of Senior Indebtedness who shall have been certified by the Company or from any trustee thereofotherwise established to the reasonable satisfaction of the Trustee to be such holder or Representative; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.18.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than at least two (2) Business Days -------- prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) Debenture), the Trustee shall not have received, received with respect to such monies, monies the notice provided for in this Section 15.54.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent (a) any payment by the Company or the Trustee to the Debentureholders of amounts in connection with a redemption of Debentures if (i) notice of such redemption has been given pursuant to Article III prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than sixty (60) days before the redemption date, or (b) any payment by the Trustee to the Debentureholders of monies deposited with it pursuant to Section 13.1. The Trustee, subject to the provisions of Section 8.1, shall be entitled to rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Indebtedness (or a Representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or a Representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article IV, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article IV, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 10, and any such payment shall not be subject to the provisions of Article 5. (b) The Trustee, subject to the provisions of Section 9.1, shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative of, or a person representing himself to be a holder of, Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company (a) Each Guarantor shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company such Guarantor which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities Guarantees pursuant to the provisions of this Article 1513. Notwithstanding the provisions of this Article 15 13 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Guarantees pursuant to the provisions of this Article 1513, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company a Guarantor (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (includingpurpose, without limitation, the payment of the principal of or any premium or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.513.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. (b) The Trustee, subject to the provisions of Section 9.1, shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative of, or a person representing himself to be, a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 13, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 13, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact (other than the existence of a Payment Default or a Payment Blockage Period) known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15Securities. Notwithstanding the provisions of this Article 15 XIII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the existence of a Payment Default or a Payment Blockage Period) which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Securities, unless and until a Responsible Officer of the Trustee Trustee, on behalf of the Trustee, shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.113.9, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date Payment Default does not fewer than two exist, a Payment Blockage Period is not in effect and the Trustee shall not have received the notice provided for in this Section 13.9 at least one Business Days Day prior to the date upon which by the terms hereof any such monies money may become 121 payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it within one Business Day prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to such effect. (b) Subject to TIA Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice to a Responsible Officer of the Trustee, on behalf of the Trustee, by a Person representing himself to be a holder of Senior Indebtedness (or after a trustee, fiduciary or agent therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XIII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XIII, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent at its Corporate Trust Office in respect of the Securities pursuant to the provisions of this Article 15Notes. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Notes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.110.09, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED, HOWEVER, that if on a date the Trustee shall not fewer than have received the notice provided for in this Section 10.09 at least two Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Note), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it on within two Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or after the elimination of the act or condition preventing any such prior datepayment unless and until the Trustee shall have received an Officers' Certificate to such effect. (b) In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Notes pursuant to the provisions of this Article 15IV. Notwithstanding the provisions of this Article 15 IV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 15IV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.18.1, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any SecurityNote) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent (a) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a redemption of Notes (including a redemption pursuant to Section 3.5) if (i) notice of such redemption has been given pursuant to Article III prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than sixty (60) days before the redemption date or (b) any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section 13.1. The Trustee, subject to the provisions of Section 8.1, shall be entitled to rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article IV, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article IV, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities Notes pursuant to the provisions of this Article 154. - Notwithstanding the provisions of this Article 15 4 or any other provision of this - Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article 154, - unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; Indebtedness, and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.18.01, shall be entitled in all ---- respects to assume that no such facts exist; provided that if on a date not fewer less than two three Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any SecurityNote) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.05, then, anything herein contained to the ---- contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same received to the purpose for which they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such prior date.. Notwithstanding anything in this Article 4 to the contrary, nothing - shall prevent any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section 13.01, if a Responsible Officer of the Trustee shall ----- not have received written notice at the Corporate Trust Office on or before one Business Day prior to the date such payment is due that such payment is not permitted under Section 4.01 or 4.02. ---- ---- The Trustee, subject to the provisions of Section 8.01, shall be ---- entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness to establish that such notice has been given by a Representative or a holder of Senior Indebtedness. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Indebtedness pursuant to this Article 4 unless it has received satisfactory evidence as to the amount of - Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 4. -

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Officer's Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities Debentures pursuant to the provisions of this Article 154. Notwithstanding the provisions of this Article 15 4 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities Debentures pursuant to the provisions of this Article 154, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' 37 Officer's Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and Senior Subordinated Indebtedness, and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.01, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date not fewer less than two (2) Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest Interest on any SecurityDebenture) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same received to the purpose for which they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such prior date. Notwithstanding anything in this Article 4 to the contrary, nothing shall prevent any payment by the Trustee to the Debentureholders of monies deposited with it pursuant to Section 14.01, if a Responsible Officer of the Trustee shall not have received written notice at the Corporate Trust Office on or before two (2) Business Days prior to the date such payment is due that such payment is not permitted under Section 4.01 or Section 4.02. The Trustee, subject to the provisions of Section 9.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior and Senior Subordinated Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior and Senior Subordinated Indebtedness or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior and Senior Subordinated Indebtedness pursuant to this Article 4 unless it has received satisfactory evidence as to the amount of Senior and Senior Subordinated Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 4.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 1510. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1510, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office corporate trust office of the Trustee from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Specified Senior Indebtedness or from any trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.17.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days business days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Redemption Price or interest, if any, in respect of or any premium or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything to the contrary herein set forth, nothing shall prevent any payment by the Company or the Trustee to the Securityholders of monies (A) in connection with a redemption of Securities if (i) notice of such redemption has been given pursuant to Article 3 or Section 8.01 hereof prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date; and (B) in connection with a repayment of a Security pursuant to Section 3.09 if, prior to the receipt by the Trustee of written notice as aforesaid, the Company has given notice of a Fundamental Change. The Trustee, subject to the provisions of Section 7.01, shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Specified Senior Indebtedness of the Company (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of such Specified Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Specified Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Specified Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 10, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 155. Notwithstanding the provisions of this Article 15 5 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 155, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.19.1, shall be entitled in all respects to assume that no such facts exist; provided that PROVIDED THAT if on a date not fewer less than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.55.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 10, and any such payment shall not be subject to the provisions of Article 5. The Trustee, subject to the provisions of Section 9.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 5, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15Notes. Notwithstanding the provisions of this Article 15 Fourteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Notes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness Debt or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the 183 receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.114.09, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED that if on a date the Trustee shall not fewer than have received the notice provided for in this Section 14.09 at least two Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Note), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Debt or any trustee, fiduciary or agent thereof, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it on within two Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or after the elimination of the act or condition preventing any such prior datepayment unless and until the Trustee shall have received an Officers' Certificate to such effect.

Notice to Trustee. The Company Issuer shall give prompt promptly written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts Issuer which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1512. Notwithstanding the provisions of this Article 12 or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of amounts to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 12, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company (in the form of an Officers' Certificate) or a Representative Issuer or a holder or holders of Senior Indebtedness or from any trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.15.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two three Business Days prior to the date upon which by the terms hereof any such monies amounts may become payable for any purpose (including, without limitation, the payment of principal (including, if applicable, any cash due upon conversion the principal of or any premium or Securities), premium, if any, and interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.512.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies amounts and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent any payment or delivery by the Issuer or the Trustee to the Holders of amounts in connection with a redemption of Securities if (i) notice of such redemption has been given pursuant to Article 11 or Section 9.01 hereof prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date. The Trustee conclusively shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Issuer (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness of the Issuer or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuer to participate in any payment or distribution pursuant to this Article 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Issuer held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 12, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 1516. Notwithstanding the provisions of this Article 15 16 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1516, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; Indebtedness, and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.16.01, shall be entitled in all respects to assume that no such facts exist; provided PROVIDED that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.516.09, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same received to the purpose for which they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such prior date. Notwithstanding anything in this Article 16 to the contrary, nothing shall prevent any payment by the Trustee to the Securityholders of monies deposited with it pursuant to Section 11.01, if a Responsible Officer of the Trustee shall not have received written notice at the Corporate Trust Office on or before one Business Day prior to the date such payment is due that such payment is not permitted under Section 16.01 or 16.02. The Trustee, subject to the provisions of Section 6.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Indebtedness pursuant to this Article 16 unless it has received satisfactory evidence as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 16.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1601, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.54.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 15 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section 401, and any such payment shall not be subject to the provisions of Section 1500 or 102. The Trustee, subject to the provisions of Section 601, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of -66- 73 Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 15, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 15, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Trust Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 156. Notwithstanding the provisions of this Article 15 6 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 156, unless and until a Responsible Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.110.01, shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of of, or any premium premium, if any, or interest on on, any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.56.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 6 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 11, and any such payment shall not be subject to the provisions of Article 6. The Trustee, subject to the provisions of Section 10.01, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 6, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 6, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 15 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section 4.1, and any such payment shall not be subject to the provisions of Section 15.1 or Section 15.2. The Trustee, subject to the provisions of Section 6.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 15, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article 15, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent at its Corporate Trust Office in respect of the Securities pursuant to the provisions of this Article 15Notes. Notwithstanding the provisions of this Article 15 12 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15Notes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereoftrustee, fiduciary or agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 6.112.09, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date the Trustee shall not fewer than have received the notice provided for in this Section 12.09 at least two Business Days prior to the date upon which by the terms hereof any such monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of or any premium of, premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5Note), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which may be received by it on within two Business Days prior to such date; nor shall the Trustee be charged with knowledge of the curing of any such default or after the elimination of the act or condition preventing any such prior datepayment unless and until the Trustee shall have received an Officers’ Certificate to such effect. (b) In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 12, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' ’ Certificate to a Responsible Officer of the Trustee and to any paying agent Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent Paying Agent in respect of the Securities pursuant to the provisions of this Article 1510. Notwithstanding the provisions of this Article 15 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 1510, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' ’ Certificate) or a Representative representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, Trustee shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer less than two one Business Days Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or any premium of, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.510.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such apply monies and to apply the same received to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article 10 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with the Trustee pursuant to Section 12.01, provided such deposit was not in violation of this Article 10, and any such payment shall not be subject to the provisions of Section 10.01 or Section 10.02. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a representative to a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Indebtedness pursuant to this Article 10 unless it has received reasonably satisfactory evidence as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article 10.