Common use of Notice to Trustee Clause in Contracts

Notice to Trustee. The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any 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 in respect of the Securities pursuant to the provisions of this Article 10. Notwithstanding the provisions of this Article 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 10, unless and until a Trust Officer 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 7.1, 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 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 the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 10 XII 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 10Securities, unless and until a Trust Officer 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 thereofRepresentative therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.01, 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 12.10 at least two Business Days prior to the date upon on which by the terms hereof any such monies money may become payable for any purpose (including, without limitation, the payment of the Principal Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestpremium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, or interest on or any Additional Amounts with respect to such monies, the notice provided for in this Section 10.5any Security), 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 two Business Days prior to such date. Subject to the provisions of Section 6.01, 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 Representative therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a Representative 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities pursuant to the provisions of this Article 10Company Senior Debt. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office address specified in Section 16.02 from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Company Senior Indebtedness or a Representative Debt 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 7.19.01, 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 limitationpurpose, the payment of the 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 the Securities) the Trustee shall not have received, notice with respect to such monies, the notice money provided for in this Section 10.513.10, 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 9.01, 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 Company Senior Debt (or after a trustee or agent on behalf of such prior dateholder) to establish that such notice has been given by a holder of Company Senior Debt (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 Company Senior Debt 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 Company 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, 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 rights of such person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities Notes pursuant to the provisions of this Article 10Seven. Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the The Trustee shall not be charged with knowledge of the existence of any 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 10, unless and until a Trust Officer the Trustee shall have received written notice thereof at in writing to that effect signed by an Officer of the Corporate Trust Office from the Company (in the form of an Officers' Certificate) Company, or a Representative or by a holder or holders of Senior Indebtedness or a Representative trustee or from any trustee thereofagent therefor; and before prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to Article Eleven of the provisions of Section 7.1Indenture, 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 7.6 at least two Business Days prior to the date upon which by the terms hereof of the Indenture and this Supplemental Indenture any such monies may moneys shall become payable for any purpose (including, without limitation, the payment of the 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 principal of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Note), then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such monies any moneys from the Company 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. Nothing contained in this Section 7.6 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 7.3. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that any 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 Seven, 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 Seven, 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 a the form of an Officers' ’ Certificate to a Trust 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 104. Notwithstanding the provisions of this Article 10 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 104, unless and until a Trust 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 or a Representative Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.111.01, 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 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 principal of the Securitiesor interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.54.05, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent of any fact known to If the Company which would prohibit the making of any payment of monies deposited by the Company elects to or by the Trustee or any Paying Agent in respect of the Securities redeem Notes pursuant to the provisions of this Article 10. Notwithstanding the provisions of this Article 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 10, unless and until a Trust Officer shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' CertificateSection 3.01(a) 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 noticeSection 3.01(b), it shall furnish to the Trustee, subject (i) at least 30 days (or such shorter period as the Trustee consents to in its sole judgment) but not more than 60 days before notice of a redemption is to be mailed to Holders, an Officers’ Certificate stating that the provisions of Company is redeeming Notes pursuant to Section 7.13.01(a) or Section 3.01(b), 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 as the case may be, the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitationnotice of redemption is to be mailed to Holders, the payment redemption date, the aggregate principal amount of Notes to be redeemed, the redemption price for such Notes, any calculations pursuant to Section 3.01(a) or (b), the amount of accrued and unpaid interest on such Notes as of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestredemption date and, if anyapplicable, Redemption Pricethe manner in which Notes are to be selected for redemption, Purchase Price, Fundamental Change Redemption Price and interestin accordance with Section 3.03, if any, in respect of the Securities) less than all outstanding Notes are to be redeemed. If the Trustee shall is not have received, with respect to such moniesthe Registrar, the notice provided for in this Section 10.5Company shall, 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 concurrently with delivery of its notice to the contrary Trustee of a redemption, cause the Registrar to deliver to the Trustee a certificate (upon which the Trustee may rely) setting forth the name of, and the aggregate principal amount of Notes held by each Holder. If the Company is required to offer to purchase Notes pursuant to Section 4.13 or 4.14, it shall furnish to the Trustee, at least seven Business Days before notice of the corresponding Offer is to be received by it mailed to Holders, an Officers’ Certificate setting forth that the Offer is being made pursuant to Section 4.13 or 4.14, as the case may be, the Purchase Date, the maximum principal amount of Notes the Company is offering to purchase pursuant to such Offer, the purchase price for such Notes, the amount of accrued and unpaid interest on such Notes as of the Purchase Date and, if applicable, the manner in which Notes are to be selected for purchase, in accordance with Section 3.03, if less than all outstanding Notes are to be purchased. The Company will also provide the Trustee with any additional information that the Trustee reasonably requests in connection with any redemption or after such prior dateOffer.

Notice to Trustee. The Company Issuer shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the Company liquidation, moratorium, insolvency, bankruptcy, receivership or other proceeding which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 10 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 the provisions of this Article 10Securities, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in Representative of the form of an Officers' Certificate) or a Representative or a holder or holders of such Senior Indebtedness or a Representative or from any trustee thereofIndebtedness; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.15.1, 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and any or interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5on any Security), 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 5.1, 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 Representative of holders of Senior Indebtedness to establish that such notice has been given by a Representative. 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 after distribution pursuant to this Article Eleven, the Trustee may request that such prior dateperson 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 Eleven, and if such evidence is not furnished, the Trustee may defer any such payment 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Notes. Notwithstanding the provisions of this Article 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 10Notes, unless and until a Trust Officer 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 and/or a holder or holders of Senior Indebtedness or a Representative Debt (or from any trustee thereoftherefor) as set forth below; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.17.01, 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 . The Trustee shall make any payment(s) or distribution(s) to the date holders of Senior Debt under this Article only upon which by (i) a Company Order notifying the terms Trustee of an event under Sections 18.02, 18.03 or 18.04 hereof and directing the Trustee to make such payment(s) or distribution(s) to the holders of Senior Debt or (ii) written notice from a holder of Senior Debt (or a trustee therefor) notifying the Trustee of an event under Section 18.02, 18.03 or 18.04 hereof and directing the Trustee to make such payment(s) or distribution(s) as provided for in such notice, together with a Company Order notifying the Trustee that such holder of Senior Debt (or trustee therefor) is a holder of Senior Debt and is entitled to participate in any such monies may become payable for payment(s) or distribution(s) and directing the Trustee to make such payment(s) or distribution(s). Subject to the provisions of Section 7.01 hereof, the Trustee shall be entitled to rely upon any purpose (notice, request, instruction, direction, certificate, consent, statement, instrument, document, order or other writing received by it under this Article 18 in order to make any determination hereunder, including, without limitation, the payment any written notice by a Person representing himself to be a holder of the Principal AmountSenior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor), 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 the Securities) the Trustee shall not have receivedincur liability for relying upon any such notice, request, instruction, direction, certificate, consent, statement, instrument, document, order or other writing believed by it to be genuine. The Trustee may consult with respect to such monieslegal counsel (who may be counsel for the Company), the notice provided for independent accountants and other experts selected by it in connection with any notice, request, instruction, direction, certificate, consent, statement, instrument, document, order or other writing received by it under this Section 10.5, 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 receivedArticle 18, and shall not be affected liable for any action taken or not taken by any notice it in reliance on such consultation. In the event that the Trustee determines in good faith that further evidence is required with respect to the contrary right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 18, the Trustee may request the Company and/or 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 18, and if such evidence is not furnished, the Trustee may be received by it on or after defer any payment to such prior datePerson 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant Debentures. Failure to give such notice shall not affect the provisions subordination of this Article 10the Debentures to Senior Indebtedness. Notwithstanding the provisions of this Article 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 10Debentures, unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office address specified in Section 13.02 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 thereofor agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.17.01, 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 Amountprincipal amount, Issue Priceissue price, accrued Original Issue Discountoriginal issue discount, accrued Additional Interestredemption price, if anypurchase price, Redemption Price, Purchase Price, Fundamental Change Redemption Price and change in control purchase price or interest, if any, as the case may be, in respect of any Debenture), the Securities) the Trustee shall not have received, notice with respect to such monies, the notice money provided for in this Section 10.510.10, 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 7.01, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or after itself to be a holder of Senior Indebtedness (or 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, 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 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 rights of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in a the form of an Officers' ’ Certificate to a Trust 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 105. Notwithstanding the provisions of this Article 10 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 105, unless and until a Trust 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 or a Representative Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.112.01, 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 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 principal of the Securitiesor Interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.55.05, 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 Corporation shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the Company Corporation which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10Notes. Notwithstanding the provisions of this Article 10 Four 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 Securities pursuant to the provisions of this Article 10Notes, unless and until a Trust Officer 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 Corporation or a holder or holders of Senior Indebtedness or a Representative 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 7.17.01 of the Original Indenture, 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 4.10 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any) or interest on, Redemption Priceor amounts payable upon redemption or repurchase of, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5any 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 of the Original Indenture, 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities of any series pursuant to the provisions of this Article 10Article. Notwithstanding the provisions of this Article 10 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 pursuant to the provisions of this Article 10Article, unless and until a Trust Officer 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 Debt 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 7.1603, 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 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (or premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect ) or interest on any Securities of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5any series), 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 for which they were received, 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 603, 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 after a trustee therefor) to establish that such prior datenotice has been given by a holder of Senior Debt (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 Debt to participate in any payment of 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 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, 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 a the form of an Officers' Certificate to a Trust 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 1015. Notwithstanding the provisions of this Article 10 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 1015, unless and until a Trust 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 a Representative or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1601, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.51505, 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 a the form of an Officers' Certificate to a 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 105. Notwithstanding the provisions of this Article 10 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 105, unless and until a 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 a Representative or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.19.01, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and or interest (including contingent interest, if any, in respect of the Securities) on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.55.5, 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 9.01, 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 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 If the Company elects to redeem Notes pursuant to Section 3.01, it shall give prompt written furnish to the Trustee, at least two Business Days (or such shorter period as the Trustee consents to in its sole judgment) but not more than 60 days before notice in of a form of redemption is to be delivered electronically or mailed by first class mail to Holders, an Officers' ’ Certificate to a Trust Officer and to any Paying Agent of any fact known to stating that 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 in respect of the Securities is redeeming Notes pursuant to the provisions applicable subsection of this Article 10. Notwithstanding the provisions of this Article 10 or any other provision of this IndentureSection 3.01, the Trustee shall not date notice of redemption is to be charged with knowledge delivered to Holders, the redemption date, the aggregate principal amount of Notes to be redeemed, the redemption price for such Notes, any calculations pursuant to Section 3.01(b), the amount of accrued and unpaid interest on such Notes as of the existence of any facts redemption date and, if applicable, the manner in which would prohibit the making of any payment of monies Notes are to or by be selected for redemption, in accordance with Section 3.03, if less than all outstanding Notes are to be redeemed. If the Trustee in respect is not the Registrar, the Company shall, concurrently with delivery of its notice to the Securities Trustee of a redemption, cause the Registrar to deliver to the Trustee a certificate (upon which the Trustee may rely) setting forth the name of, and the aggregate principal amount of Notes held by each Holder. If the Company is required to offer to purchase Notes pursuant to the provisions of this Article 10Section 4.13 or 4.14, unless and until a Trust Officer it 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, furnish to the Trustee, subject to the provisions of Section 7.1, 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 Business Days prior (or such shorter period as the Trustee consents to in its sole judgment) before notice of the date upon which by corresponding Offer is to be mailed to Holders, an Officers’ Certificate setting forth that the terms hereof any such monies Offer is being made pursuant to Section 4.13 or 4.14, as the case may become payable for any purpose (including, without limitationbe, the payment purchase date, the maximum principal amount of Notes the Company is offering to purchase pursuant to such Offer, the purchase price for such Notes, the amount of accrued and unpaid interest on such Notes as of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestpurchase date and, if anyapplicable, Redemption Pricethe manner in which Notes are to be selected for purchase, Purchase Price, Fundamental Change Redemption Price and interestin accordance with Section 3.03, if any, in respect of the Securities) less than all outstanding Notes are to be purchased. The Company will also provide the Trustee with any additional information that the Trustee reasonably requests in connection with any redemption or Offer. For the avoidance of doubt, the requirements of this section shall not have received, with respect apply to such monies, the notice provided for in this Section 10.5, 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 datea Special Mandatory Redemption.

Notice to Trustee. The Company shall give prompt written notice in a the form of an Officers' ’ Certificate to a Trust 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10X . Notwithstanding the provisions of this Article 10 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 10X , unless and until a 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 or a Representative Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.17.1 , 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 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 principal of the Securitiesor Interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.510.5 , 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 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 10the Securities to Senior Indebtedness. Notwithstanding the provisions of this Article 10 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 10any such payment, unless and until a Trust Officer 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 thereofor agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.1, 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interest, if anyprincipal, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, or any other amount payable as contemplated by Section 2.3, as the case may be, in respect of any Security), the Securities) the Trustee shall not have received, notice with respect to such monies, the notice money provided for in this Section 10.511.10, 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. (a) The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Debentures. Notwithstanding the provisions of this Article 10 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 Securities pursuant to the provisions of this Article 10Debentures, unless and until a Trust 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 a Representative 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 7.1601 of the Base Indenture, 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 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 principal of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Debenture), 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 on within two Business Days prior to such date. Any notice required or after 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 prior dateholder of Senior Indebtedness for such purpose by the Trustee.

Notice to Trustee. The If the Company elects to redeem Notes pursuant to Section 3.07 it shall give prompt written furnish to the Trustee, at least 30 but not more than 60 days before notice in a form of any redemption is to be mailed to Holders (or such shorter times as may be satisfactory to the Trustee), an Officers' Certificate stating that the Company has elected to a Trust Officer redeem Notes pursuant to Section 3.07, the date notice of redemption is to be mailed to Holders, the redemption date, the aggregate principal amount of Notes to be redeemed, the redemption price for such Notes, the amount of accrued and unpaid interest on such Notes as of the redemption date and the manner in which Notes are to any Paying Agent be selected for redemption if less than all outstanding Notes are to be redeemed. If the Trustee is not the Registrar, the Company shall, concurrently with delivery of any fact known its notice to the Company Trustee of a redemption, cause the Registrar to deliver to the Trustee a certificate (upon which would prohibit the making Trustee may rely) setting forth the name of, and the aggregate principal amount of any payment of monies deposited Notes held by each Holder. If the Company is required to offer to purchase Notes pursuant to Section 4.13 or by 4.14, it shall furnish to the Trustee or any Paying Agent in respect Trustee, at least two Business Days before notice of the Securities pursuant corresponding Offer is to the provisions of this Article 10. Notwithstanding the provisions of this Article 10 or any other provision of this Indenturebe mailed to Holders, 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 10, unless and until a Trust Officer shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) Certificate setting forth that the Offer is being made pursuant to Section 4.13 or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereof; and before 4.14, as the receipt of any such written noticecase may be, the Trustee, subject to the provisions of Section 7.1, 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 limitationPurchase Date, the payment maximum principal amount of Notes the Company is offering to purchase pursuant to such Offer, the purchase price for such Notes, and the amount of accrued and unpaid interest on such Notes as of the 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 the Securities) Date. The Company will also provide the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5, then, anything herein contained to the contrary notwithstanding, any additional information that 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 reasonably requests in connection with any notice to the contrary which may be received by it on redemption or after such prior dateOffer.

Notice to Trustee. The Company shall give prompt written notice in a the form of an Officers' Certificate to a Trust 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 Notes pursuant to the provisions of this Article 10IV. Notwithstanding the provisions of this Article 10 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 10IV, unless and until a Trust 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 a Representative or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.18.1, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.54.5, 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 If the Company elects to redeem Notes pursuant to Section 3.01(a) or Section 3.01(b), it shall give prompt written furnish to the Trustee, (i) at least 30 days (or such shorter period as the Trustee consents to in its sole judgment) but not more than 60 days before notice in of a form of redemption is to be mailed to Holders, an Officers' Certificate stating that the Company is redeeming Notes pursuant to a Trust Officer Section 3.01(a) or Section 3.01(b), as the case may be, the date notice of redemption is to be mailed to Holders, the redemption date, the aggregate principal amount of Notes to be redeemed, the redemption price for such Notes, any calculations pursuant to Section 3.01(a) or (b), the amount of accrued and unpaid interest on such Notes as of the redemption date and, if applicable, the manner in which Notes are to any Paying Agent be selected for redemption, in accordance with Section 3.03, if less than all outstanding Notes are to be redeemed. If the Trustee is not the Registrar, the Company shall, concurrently with delivery of any fact known its notice to the Company Trustee of a redemption, cause the Registrar to deliver to the Trustee a certificate (upon which would prohibit the making Trustee may rely) setting forth the name of, and the aggregate principal amount of any payment of monies deposited Notes held by each Holder. If the Company is required to offer to purchase Notes pursuant to Section 4.13 or by 4.14, it shall furnish to the Trustee or any Paying Agent in respect Trustee, at least seven Business Days before notice of the Securities pursuant corresponding Offer is to the provisions of this Article 10. Notwithstanding the provisions of this Article 10 or any other provision of this Indenturebe mailed to Holders, 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 10, unless and until a Trust Officer shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) Certificate setting forth that the Offer is being made pursuant to Section 4.13 or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereof; and before 4.14, as the receipt of any such written noticecase may be, the Trustee, subject to the provisions of Section 7.1, 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 limitationPurchase Date, the payment maximum principal amount of Notes the Company is offering to purchase pursuant to such Offer, the purchase price for such Notes, the amount of accrued and unpaid interest on such Notes as of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional InterestPurchase Date and, if anyapplicable, Redemption Pricethe manner in which Notes are to be selected for purchase, Purchase Price, Fundamental Change Redemption Price and interestin accordance with Section 3.03, if any, in respect of the Securities) less than all outstanding Notes are to be purchased. The Company will also provide the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5, then, anything herein contained to the contrary notwithstanding, any additional information that 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 reasonably requests in connection with any notice to the contrary which may be received by it on redemption or after such prior dateOffer.

Notice to Trustee. The Company Trust or the Corporation, as the case may be, shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the such Company which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10or Coupons. Notwithstanding the provisions of this Article 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 10or Coupons, unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in Trust or the form of an Officers' Certificate) or a Representative Corporation, as the case may be, or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereoftherefor; and before and, prior to the receipt of for any such written notice, the Trustee, subject to the provisions of Section 7.1601, 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 1411 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interest, principal of (or premium if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security or Coupon), 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 during or after such prior datethree Business Day period. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself 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 101 determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant of any series. Failure to give such notice shall not affect the provisions subordination of this Article 10the Securities of such series to Senior Indebtedness. Notwithstanding the provisions of this Article 10 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 10such series, unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office in accordance with Section 1.05 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 thereofor agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.01, shall be entitled in all respects to assume conclusively that no such facts exist; provided provided, however, that if on a date 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 Amountprincipal amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestinterest or such other amounts as may be provided for in Section 3.01, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if anyas the case may be, in respect of any Security of such series), the Securities) the Trustee shall not have received, notice with respect to such monies, the notice money provided for in this Section 10.514.10, 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 6.01, 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 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 Fourteen, 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 Fourteen, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Debentures. Notwithstanding the provisions of this Article 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 10Debentures, unless and until a Trust Officer 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 and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.1, the 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 have 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any) or interest on, Redemption Priceor amounts payable upon repurchase of, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5any Debenture), 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 two 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 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Debentures. Notwithstanding the provisions of this Article 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 Debentures and the Trustee may continue to make payments on the provisions of this Article 10Debentures, unless and until a Trust Officer the Trustee shall have received written notice thereof at the its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment obligations with respect to the Debentures to violate this Article from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Indebtedness or a Representative Debt 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 7.18.01, 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 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 the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for nothing in this Section 10.5, then, anything herein contained 16.10 shall impair the subordination revisions of this Article 16. Subject to the contrary notwithstandingprovisions of Section 8.01, the Trustee shall have full power 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 trustee, representative or agent therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee, representative 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 Debt 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 Debt 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, 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 shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Notes. Notwithstanding the provisions of this Article 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 10Notes, unless and until a Trust 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 Debt (including, without limitation, a Representative or from any trustee thereof; and before holder of Designated Senior Debt) and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.17.01, 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 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 (including, without limitation, the payment of the Principal Amountprincipal of and premium, Issue Price, accrued Original Issue Discount, accrued Additional Interestif any (including the Make-Whole Payment, if any), Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any 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 one Business Day prior to such date. Notwithstanding anything in this Article 14 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section 13.01, and any such payment shall not be subject to the provisions of Section 14.02 or 14.03. 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 Representative or after a holder of Senior Debt (including, without limitation, a holder of Designated Senior Debt) to establish that such prior datenotice has been given by a Representative or a holder of Senior Debt (including, without limitation, a holder of Designated 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, 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, 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 Corporation shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the Company Corporation which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities of any series pursuant to the provisions of this Article 10Article. Notwithstanding the provisions of this Article 10 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 pursuant to the provisions of this Article 10Article, unless and until a Trust Officer 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 Corporation or a holder or holders of Senior Indebtedness or a Representative Debt 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 7.1603, 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 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (or premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect ) or interest on any Securities of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5any series), 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 for which they were received, 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 603, 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 after a trustee therefor) to establish that such prior datenotice has been given by a holder of Senior Debt (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 Debt to participate in any payment of 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 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, 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 Issuer shall give prompt written notice in a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee at its address set forth in Section 13.2 of any fact known to the Company Issuer which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10. Notwithstanding the provisions of this Article 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 10Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office in writing from the Company (in the form Issuer, or from a holder of an Officers' Certificate) Senior Debt or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereof; and before therefor, and, prior to the receipt of any such written notice, the TrusteeTrustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist (provided that, -------- notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 10.2 and/or 10.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 7.1, 10.2 and Section 10.3). The Trustee shall be entitled in all respects to assume rely on the delivery to it of any notice pursuant to this Section 10.7 to establish that no such facts exist; provided that if on notice has been given by a date holder of Senior Debt (or a Representative therefor). If the Trustee shall not fewer than two have received, at least 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 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 the Securities) the Trustee shall not have received, with respect to such moniespurpose, the notice provided for in this Section 10.5Section, then, 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 with one Business Day prior to such date (provided that, notwithstanding the -------- foregoing, the Holders receiving any payments made in contravention of Section 10.2 and/or 10.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 10.2 and Section 10.3). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or after distribution pursuant to this Article Ten, the Trustee may request such prior datePerson to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Notes. Notwithstanding the provisions of this Article 10 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 pursuant to the provisions of this Article 10Notes, unless and until a Trust Officer 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 and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.18.1, 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 4.9 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 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 the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5purpose, 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 two Business Days prior to such date. Subject to the provisions of Section 8.1, 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 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 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 a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee 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 in respect of the any Securities pursuant to the provisions of this Article 10Article. Notwithstanding the provisions of this Article 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 any Securities pursuant to the provisions of this Article 10Article, unless and until a Trust 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 a Representative 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 7.1602, 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 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 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 principal of the or any premium or interest on any Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5), 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 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 602, 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant of any series. Failure to give such notice shall not affect the provisions subordination of this Article 10the Securities of such series to Senior Indebtedness. Notwithstanding the provisions of this Article 10 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 10such series, unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office in accordance with Section 1.05 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 thereofor agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.01, shall be ------------ entitled in all respects to assume conclusively that no such facts exist; provided provided, however, that if on a date 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 Amountprincipal amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestinterest or such other amounts as may be provided for in Section 3.01, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if anyas the case may be, in respect of any Security of such ------------ series), the Securities) the Trustee shall not have received, notice with respect to such monies, the notice money provided for in this Section 10.5------- 14.10, 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 6.01, 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 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 Fourteen, 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 Fourteen, 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 a the form of an Officers' Certificate to a 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 105. Notwithstanding the provisions of this Article 10 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 105, unless and until a 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 a Representative or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.19.1, 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 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 principal of the Securitiesor interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.55.5, 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 a the form of an Officers' Certificate to a Trust 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 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 1016. Notwithstanding the provisions of this Article 10 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 1016, unless and until a Trust 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 a Representative or from any trustee thereof; Indebtedness, and before the receipt of any such written notice, the Trustee, 97 subject to the provisions of Section 7.16.01, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.516.09, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust Officer 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 thereofor Administrative Agent therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.17.01, 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 Business Days have received the notice provided for in this Section 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 (including, without limitation, the payment of the Principal Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestpremium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interestinterest or Additional Amounts, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5on any Security), 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 five business days prior to such date. Subject to the provisions of Section 7.01, 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 (or after a trustee or Administrative Agent therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee or Administrative 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.

Notice to Trustee. The Company shall give prompt written ----------------- notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust Officer 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 and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1, Trustee 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 AmountAmount at Stated Maturity, Issue Price, accrued Original Issue Discount, accrued Additional Interest, if any, Redemption Price, Purchase Price, Fundamental Conversion Payment, Change Redemption in Control Purchase Price and interest, or interest if any, as the case may be, in respect of any Security), the Securities) the Trustee shall not have received, notice with respect to such monies, the notice money provided for in this Section 10.510.10, 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. 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust Officer 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 Debt or from any trustee thereofor other Representative therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1601, 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 by at least 12:00 noon New York City time one Business Days Day 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interest, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price principal of and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5any premium or interest on any Security), 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 after 12:00 noon New York City time one Business Day prior to such date. Subject to the provisions of Section 601, 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 after a trustee or other Representative therefor) to establish that such prior datenotice has been given by a holder of Senior Debt (or a trustee or other Representative 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 Debt 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 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, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities pursuant to the provisions of this Article 10Senior Indebtedness. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust 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 a Representative 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 7.1601, 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, 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, including without limitation, the payment of the Principal Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestand premium, if any, Redemption Priceor interest on any Security), Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, notice with respect to such monies, the notice money provided for in this Section 10.5Section, 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 601, 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 on behalf of such prior dateholder) 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. The Company shall give prompt written notice in a the form of an Officers' Certificate to a Trust 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities Notes pursuant to the provisions of this Article 1016. Notwithstanding the provisions of this Article 10 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 1016, unless and until a Trust 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 a Representative or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.18.01, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.516.05, 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 SMS shall give prompt written ----------------- notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the Company SMS which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 10 or any other provision of this IndentureArticle, 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 this Article or any other provision of this Article 10Indenture, unless and until a Trust Officer 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 SMS or a holder or holders of SMS Senior Indebtedness or a Representative or from any trustee thereoftherefor or from any other person referred to in the second sentence of Section 10.10; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1, Trustee shall be entitled in all respects to assume that no such facts exist; provided provided, -------- however, that if on a date Trust 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 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 the Securities) the Trustee shall not have received, notice with respect to such monies, the notice money provided for in this Section 10.510B.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. 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 SMS Senior Indebtedness (or after a trustee therefore) to establish that such prior datenotice has been given by a holder of SMS 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 SMS 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 SMS 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 pleading 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 a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee of any fact known to the Company or any such Guarantor which would prohibit the making of any payment of monies deposited by the Company 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 1011. Notwithstanding the provisions of this Article 10 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 10Guarantees, unless and until a Trust Officer 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 a Representative 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 7.111.14, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestpremium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Note), 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 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 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 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 11.08. The Trustee shall be entitled to rely upon the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or after other representative of, such prior dateholder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder.

Notice to Trustee. The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 payments to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 10Securities, unless and until a Trust Officer 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 or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereofRepresentative therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1602, 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 two have received the notice provided ------- for in this Section 1109 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 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 principal of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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. Nothing in this Section 1108 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 1102. Subject to the provisions of Section 601, 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 Representative therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a Representative 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 a the form of an Officers' Certificate to a Trust 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 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 1016. Notwithstanding the provisions of this Article 10 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 1016, unless and until a Trust 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 a Representative or from any trustee thereof; Indebtedness, and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.01, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.516.09, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent of any fact known to the Company which would prohibit Trustee if, to the making of Company's knowledge, any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of is prohibited by this Article 1013. Notwithstanding the provisions of this Article 10 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 that any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of is prohibited by this Article 1013, unless and until a Trust 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 a Representative 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 7.11.05, shall be entitled in all respects to assume that no such facts existexist that would prohibit any payment in respect of the Securities; provided provided, however, that if on a date Responsible Officer of the Trustee shall not fewer than have received at the Corporate Trust Office of the Trustee the notice provided for in this Section 13.09 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 (including, without limitation, including the payment of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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 two Business Days prior to such date. Subject to the provisions of Article 5, the Trustee 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 after a representative thereof) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a representative thereof). 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. The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 10 XIV 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 10Securities, unless and until a Trust Officer 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 and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.01, 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 its Corporate Trust Office 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 in cash of the Principal Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestpremium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5any or interest on any Security), 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 6.01, 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 (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, 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 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 rights of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in a the form of an Officers' Certificate to a Trust 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 Notes pursuant to the provisions of this Article 10IV. Notwithstanding the provisions of this Article 10 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 10IV, unless and until a Trust 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 a Representative Obligations or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interestor interest (including Liquidated Damages, if any, in respect of the Securities) on any Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.54.5, 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 a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee 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 in respect of the Securities Notes pursuant to the provisions of this Article 10Four. Notwithstanding the provisions of this Article 10 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 10Four, unless and until a Trust 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 a Representative or from any trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.18.01, 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 Amountprincipal amount at maturity, Issue Price, accrued Original Issue Discount, accrued Additional Interest, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and or interest, if any, in respect of the Securitiesany Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.54.05, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust Officer 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 Debt (including, without limitation, a Representative or from any trustee thereof; and before holder of Designated Senior Debt) and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1602, 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 Business Days have received the notice provided for in this Section 1512 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest) or interest (including Liquidated Damages, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5on any Security), 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 one Business Day prior to such date. Notwithstanding anything in this Article Fifteen 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 1503. Subject to the provisions of Section 602, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a Representative or after a holder of Senior Indebtedness (including, without limitation, a holder of Designated Senior Debt) to establish that such prior datenotice has been given by a Representative or a holder of Senior Debt (including, without limitation, a holder of Designated 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, 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, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust 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 a Representative 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 7.1601 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 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 principal of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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 a the form of an Officers' Certificate to a Trust 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 Notes pursuant to the provisions of this Article 10IV. Notwithstanding the provisions of this Article 10 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 10IV, unless and until a Trust 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 or a holder or holders of Senior Indebtedness or a Representative 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 7.18.1, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Priceor interest on any Note), Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, received with respect to such monies, monies the notice provided for in this Section 10.54.5, 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 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 thirty (30) 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 10 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 10Securities, unless and until a Trust Officer 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 and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.1, 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 12.9 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 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 the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5purpose, 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 two 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 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent of any fact known to the Company which would prohibit Trustee if, to the making of Company's knowledge, any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of Series 6-1/2% Notes is prohibited by this Article 10. V. Notwithstanding the provisions of this Article 10 V or any other provision of the Indenture or this First Supplemental Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of that any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of Series 6-1/2% Notes is prohibited by this Article 10V, unless and until a Trust Officer 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 and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.1 of the Indenture, shall be entitled in all respects to assume that no such facts existexist that would prohibit any payment in respect of the Series 6-1/2% Notes; provided provided, however, that if on a date the Trustee shall not fewer than have received the notice provided for in this Section 5.09 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 (including, without limitation, including the payment of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Series 6-1/2% 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 two Business Days prior to such date. Subject to the provisions of Section 6.1 of the Indenture, 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 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.

Notice to Trustee. The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust Officer 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 of the Company 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 7.1601, 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 or prior to 5:00 p.m. (Chicago time) the Business Days Day 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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 after 5:00 p.m. (Chicago time) on the Business Day prior to such date; PROVIDED that nothing herein shall in any way limit the obligation of the Holders to pay over and deliver any Securities Payment in the circumstances specified in Sections 1202 and 1203. Subject to the provisions of Section 601, 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 of the Company (or after a trustee therefor) to establish that such prior datenotice has been given by a holder or a Representative of holders of Senior Indebtedness of the Company. 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, 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 Company 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 a the form of an Officers' Certificate to a Trust 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 Notes pursuant to the provisions of this Article 10IV. Notwithstanding the provisions of this Article 10 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 10IV, unless and until a Trust 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 a Representative or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.18.1, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.54.5, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust Officer 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 and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1601, 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities Debentures pursuant to the provisions of this Article 10VI. Notwithstanding the provisions of this Article 10 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 10VI, unless and until a Trust Officer 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 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 7.1, 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (or premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) or interest on any Debenture) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.56.05, 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 Borrower shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known Payment Default under and as defined in the Indenture. Failure to give such notice shall not affect the subordination of the Notes 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 in respect of the Securities pursuant to the provisions of this Article 10First Priority Lien Obligations. Notwithstanding the provisions of this Article 10 Agreement or any other provision of this the 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 10Notes, unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office address specified on the signature pages hereto from the Company (in the form of an Officers' Certificate) Borrower or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereofBank; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1, Trustee shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on a date Responsible Officer (as defined in the Indenture) of the Trustee shall not fewer than two Business Days have received, at least one business day prior to the date upon which by the terms hereof of the Indenture any such monies money may become payable for any purpose (including, without limitation, the payment on account of the Principal Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestpremium, if any, Redemption Priceor interest on the Notes, Purchase Price, Fundamental Change Redemption Price and interest, if any, the redemption price for Notes called for redemption in respect accordance with Section 3.2 of the Securities) Indenture, the Trustee shall not have received, Repurchase Price with respect to such moniesNotes submitted for repurchase in accordance with Section 16.1 of the Indenture, the Conversion Price, the Company Conversion Provisional Payment, Extension Fees, Liquidated Damages (as each such term is defined in the Indenture), fees, expenses and any other payment payable with respect to the Notes pursuant to the provisions of the Indenture), a notice provided for in this Section 10.5of a Payment Default or a Payment Blockage Notice, 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 less than one business day prior to such date. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a person representing itself to be Bank to establish that such notice has been given by Bank. 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 Priority Lien Obligations to participate in any payment or after distribution pursuant to this Section 2, the Trustee may request such prior dateperson to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of First Priority Lien 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 Section 2, 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 Agreement pending judicial determination as to the rights of such person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in a the form of an Officers' ’ Certificate to a Trust 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 deposited by the Company to or by the Trustee or any Paying Agent paying agent in respect of the Securities Debentures pursuant to the provisions of this Article 104. Notwithstanding the provisions of this Article 10 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 104, unless and until a Trust 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 a Representative or from any trustee thereof; Indebtedness, and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.19.01, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Debenture) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.54.05, 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 Issuers shall give prompt written notice in a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee at its address set forth in Section 13.2 of any fact known to the Company Issuers which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10. Notwithstanding the provisions of this Article 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 10Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office in writing from the Company (in the form Issuers, or from a holder of an Officers' Certificate) Senior Debt or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereof; and before therefor, and, prior to the receipt of any such written notice, the TrusteeTrustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist (provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 10.2 and/or 10.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 7.1, 10.2 and Section 10.3). The Trustee shall be entitled in all respects to assume rely on the delivery to it of any notice pursuant to this Section 10.7 to establish that no such facts exist; provided that if notice has been given by a holder of Senior Debt (or a Representative therefor). If the Trustee shall not have received, at or prior to noon New York time on a date not fewer than two the 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 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 the Securities) the Trustee shall not have received, with respect to such moniespurpose, the notice provided for in this Section 10.5Section, then, then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to (but no affirmative obligation to) receive such monies and to apply the same to the purpose for which they were received, received and shall not be affected effected by any notice to the contrary which may be received by it after noon New York time on the Business Day prior to such date (provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 10.2 and/or 10.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 10.2 and Section 10.3). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or after distribution pursuant to this Article Ten, the Trustee may request such prior datePerson to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the Company which would prohibit the making of any payment of monies deposited by the Company moneys to or by the Trustee or any Paying Agent in respect of the Securities Debentures pursuant to the provisions of this Article 10Four. The Trustee shall be entitled to assume that no such fact exists unless the Company or any holder of Senior Indebtedness or any trustee therefor has given such notice to the Trustee at the principal office of the Trustee. Notwithstanding the provisions of this Article 10 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 moneys to or by the Trustee in respect of the Securities Debentures pursuant to the provisions of this Article 10Four, unless and until a Trust Officer 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 a Representative or from any trustee thereoftherefor; and before prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1, Trustee 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 moneys may become payable for any purpose (including, without limitation, the payment of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (or premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) or interest on any Debenture) the Trustee shall not have received, with respect to such moniesmoneys, the notice provided for in this Section 10.54.05, 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 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 Company or the Trustee to the Debentureholders of moneys in connection with a redemption of Debentures 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. 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 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 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 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 a the form of an Officers' Certificate to a Trust Responsible Officer and to any 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10VII. Notwithstanding the provisions of this Article 10 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 10VII, unless and until a Trust Responsible Officer 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 Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1Article 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.57.5, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the Company which that would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10or that would end such prohibition. Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that 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 10or that would end such prohibition, unless and until a Trust Responsible Officer of the Trustee assigned to its Corporate Trustee Administration Department (or in the absence of such a department, any 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 a Representative or from any trustee thereofDesignated Senior Holder; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1601 hereof, shall be entitled in all respects to assume that no such facts exist; provided that provided, however, that, if on a date not fewer than two Business Days prior to the close of business on the Business Day immediately preceding the date upon which by the terms hereof any such monies may become payable for any purpose hereunder (including, without limitation, the payment of either the Principal Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestpremium, if any, Redemption Priceor interest on a Security), Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee or any Paying Agent shall not have received, received with respect to such monies, monies the notice provided for in this Section 10.51310, then, anything herein contained to the contrary notwithstanding, the Trustee or such Paying Agent shall have full power and authority to receive such monies and to apply the same to the purpose for which they were receivedreceived on the date payment is due and, and unless such payment is not made on that date, shall not be affected by any notice to the contrary which may be received by it on or after the date upon which such prior datemonies become due and payable. Any notice required or permitted to be given to the Trustee by the Company, a holder of Senior Indebtedness or any Designated Senior Holder shall be in writing and shall be sufficient for every purpose hereunder if in writing and either (i) sent via facsimile to the Trustee to a facsimile number provided by 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 it, attention of its Corporate Trustee Administration Department, at the address of its principal corporate trust office specified in the first paragraph of this Indenture or at any other address furnished in writing to the Company, such holder of Senior Indebtedness or such Designated Senior Holder. 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 Designated Senior Holder to establish that such notice has been given by such holder of Senior Indebtedness or Designated Senior Holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person representing himself to be a holder of Senior Indebtedness or Designated Senior Holder 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, or 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the Company which that would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10. Notwithstanding the provisions of this Article 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 10, Fourteen. The Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any other facts that would prohibit the making of any payment to or by the Trustee unless and until a Trust Officer the Trustee shall have received written notice thereof in 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 of Senior Indebtedness Indebtedness, or a Representative trustee or from any trustee thereofagent therefor; and before prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 7.1Article Six, shall be entitled in all respects to assume that no such facts exist; PROVIDED that, if the Trustee shall not have received the notice provided that if on a date not fewer than for in this Section 1406 at least two Business Days prior to the date upon which which, by the terms hereof of this Indenture, any such monies may shall become payable for any purpose (including, without limitation, the payment of the Principal Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestpremium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interestinterest or Additional Amounts, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5on any Security), then, notwithstanding anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such any monies from the Company 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 that may be received by it on or after such prior datedate except for an acceleration of the Securities prior to such application. Nothing contained in this Section 1406 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by this Article Fourteen. The foregoing shall not apply if the Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Trustee on behalf of, or other Representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or Representative on behalf of any such holder.

Notice to Trustee. The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee of any fact known to the Company which that would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities Debentures pursuant to the provisions of this Article 10Article. Notwithstanding the provisions of this Article 10 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 10Article, unless and until a Trust 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 a Representative 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 7.15.02, shall be entitled in all respects to assume that no such facts exist; provided provided, 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (or premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Debentures, 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 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 5.02, 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 date.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

Notice to Trustee. (a) The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the Company which that would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10. Notwithstanding the provisions of this Article 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 Debentures pursuant to the provisions of this Article 10, Four. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any other facts that would prohibit the making of any payment to or by the Trustee unless and until a Trust Officer the Trustee shall have received written notice thereof in 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 of Senior Indebtedness or a Representative trustee or from any trustee agent thereof; and before prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 7.1Article Seven, shall be entitled in all respects to assume that no such facts exist; provided that that, if on a date the Trustee shall not fewer than have received the notice provided for in this Section 4.06 at least two Business Days prior to the date upon which which, by the terms hereof of this Indenture, any such monies may shall become payable for any purpose (including, without limitation, the payment of the Principal Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestpremium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Debenture), then, notwithstanding anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such any monies from the Company 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 that may be received by it on or after such prior datedate except for an acceleration of the Debentures prior to such application. Nothing contained in this Section 4.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by this Article Four. The foregoing shall not apply if the Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder.

Notice to Trustee. The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust Officer 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 trustee therefor or an agent bank) 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 7.1801, shall be entitled in all respects to assume that no such facts exist; provided that if on a date the Trustee shall not fewer than have 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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 two Business Days prior to such 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 Section 1202 or 1203. Subject to the provisions of Section 601, 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 or an agent bank) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee therefor or an agent bank). 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities of any series pursuant to the provisions of this Article 10Article. Notwithstanding the provisions of this Article 10 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 pursuant to the provisions of this Article 10Article, unless and until a Trust Officer 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 Debt 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 7.16.03, 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 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (or premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect ) or interest on any Securities of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5any series), 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 for which they were received, 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 6.03, 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 Debt (or after a trustee therefor) to establish that such prior datenotice has been given by a holder of Senior Debt (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 Debt 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 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, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 10 XII 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 10Securities, unless and until a Trust Officer 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 thereofRepresentative therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.01, 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 on which by the terms hereof any such monies money may become payable for any purpose (including, without limitation, the payment of the Principal Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestpremium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, or interest on or any Additional Amounts with respect to such monies, the notice provided for in this Section 10.5any Security), 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 two Business Days prior to such date. Subject to the provisions of Section 6.01, 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 Representative therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a Representative 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 XII, 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 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 Each Guarantor shall give prompt written notice in a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee at its address set forth in Section 13.2 of any fact known to the Company such Guarantor which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities Guarantees pursuant to the provisions of this Article 10Twelve, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Notwithstanding Regardless of anything to the provisions of contrary contained in this Article 10 Twelve or any other provision of elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt 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 10, unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office in writing from the Company (in the form a Guarantor, or from a holder of an Officers' Certificate) Guarantor Senior Debt or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereof; and before therefor, and, prior to the receipt of any such written notice, the TrusteeTrustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist (provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 12.2 and/or 12.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 7.1, 12.2 and Section 12.3). The Trustee shall be entitled in all respects to assume rely on the delivery to it of any notice pursuant to this Section 12.7 to establish that no such facts exist; provided that if notice has been given by a holder of Guarantor Senior Debt (or a Representative therefor). If the Trustee shall not have received, at or prior to noon New York time on a date not fewer than two the 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 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 the Securities) the Trustee shall not have received, with respect to such moniespurpose, the notice provided for in this Section 10.5Section, then, then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to (but no affirmative obligation to) receive such monies and to apply the same to the purpose for which they were received, received and shall not be affected effected by any notice to the contrary which may be received by it after noon New York time on the Business Day prior to such date (provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 12.2 and/or 12.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 12.2 and Section 12.3). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or after distribution pursuant to this Article Twelve, the Trustee may request such prior datePerson to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust Officer 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 from any trustee therefor (or from any trustee thereofcreditor in respect of General Obligations); and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1601, 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 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any) or interest on, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5any Security), 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 two Business Days prior to such date. Subject to the provisions of Section 601, 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 (or a creditor in respect of General Obligations) to establish that such prior datenotice has been given by a holder of Senior Indebtedness or a trustee therefor (or a creditor in respect of General Obligations). 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 (or a creditor in respect of General Obligations) 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 (or General 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, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Senior Subordinated Notes. Notwithstanding the provisions of this Article 10 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 10Senior Subordinated Notes, unless and until a Trust Officer 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 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 7.1, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestpremium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Senior 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 Issuer shall give prompt written notice in a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee at its address set forth in Section 13.2 of any fact known to the Company Issuer which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10. Notwithstanding the provisions of this Article 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 10Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office in writing from the Company (in the form Issuer, or from a holder of an Officers' Certificate) Senior Debt or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereof; and before therefor, and, prior to the receipt of any such written notice, the TrusteeTrustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist (PROVIDED that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 10.2 and/or 10.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 7.1, 10.2 and Section 10.3). The Trustee shall be entitled in all respects to assume rely on the delivery to it of any notice pursuant -108- to this Section 10.7 to establish that no such facts exist; provided that if on notice has been given by a date holder of Senior Debt (or a Representative therefor). If the Trustee shall not fewer than two have received, at least 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 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 the Securities) the Trustee shall not have received, with respect to such moniespurpose, the notice provided for in this Section 10.5Section, then, 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 with one Business Day prior to such date (PROVIDED that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 10.2 and/or 10.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 10.2 and Section 10.3). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or after distribution pursuant to this Article Ten, the Trustee may request such prior datePerson to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts 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 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 a the form of an Officers' Officer’s Certificate to a Trust 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 1012. Notwithstanding the provisions of this Article 10 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 1012, unless and until a Trust 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' Officer’s Certificate) or a Representative or a holder Holder or holders Holders of Senior Indebtedness or a Representative Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.18.01, 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 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 principal of the Securitiesor Interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.512.05, 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 9, and any such payment shall not be subject to the provisions of this Article 12. 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 12, 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 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 Issuer shall give prompt promptly written notice in a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities Subordinated Notes pursuant to the provisions of this Article 10Seventeen. Notwithstanding the provisions of this Article 10 Seventeen 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 Subordinated Notes pursuant to the provisions of this Article 10Seventeen, unless and until a Trust 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 a Representative of the Issuer or from any trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1601, 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 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 principal of the Securitiesor interest on any Subordinated Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.51705, 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 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 Seventeen, 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 Seventeen, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent of any fact known to If the Company which would prohibit the making of any payment of monies deposited by the Company elects to or by the Trustee or any Paying Agent in respect of the Securities redeem Notes pursuant to the provisions of this Article 10. Notwithstanding the provisions of this Article 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 10, unless and until a Trust Officer shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' CertificateSection 3.01(a) 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 noticeSection 3.01(b), it shall furnish to the Trustee, subject at least 10 days (or such shorter period as the Trustee consents to in its sole judgment) but not more than 60 days before notice of a redemption is to be mailed to Holders, an Officers’ Certificate stating that the provisions of Company is redeeming Notes pursuant to Section 7.13.01(a) or Section 3.01(b), 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 as the case may be, the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitationnotice of redemption is to be mailed to Holders, the payment redemption date, the aggregate principal amount of Notes to be redeemed, the redemption price for such Notes, any calculations pursuant to Section 3.01(a) or (b), the amount of accrued and unpaid interest on such Notes as of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestredemption date and, if anyapplicable, Redemption Pricethe manner in which Notes are to be selected for redemption, Purchase Price, Fundamental Change Redemption Price and interestin accordance with Section 3.03, if any, in respect of the Securities) less than all outstanding Notes are to be redeemed. If the Trustee shall is not have received, with respect to such moniesthe Registrar, the notice provided for in this Section 10.5Company shall, 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 concurrently with delivery of its notice to the contrary Trustee of a redemption, cause the Registrar to deliver to the Trustee a certificate (upon which the Trustee may rely) setting forth the name of, and the aggregate principal amount of Notes held by each Holder. If the Company is required to offer to purchase Notes pursuant to Section 4.13 or 4.14, it shall furnish to the Trustee, at least seven Business Days (or such shorter period as the Trustee consents to in its sole judgment) before notice of the corresponding Offer is to be received by it mailed to Holders, an Officers’ Certificate setting forth that the Offer is being made pursuant to Section 4.13 or 4.14, as the case may be, the purchase date, the maximum principal amount of Notes the Company is offering to purchase pursuant to such Offer, the purchase price for such Notes, the amount of accrued and unpaid interest on such Notes as of the purchase date and, if applicable, the manner in which Notes are to be selected for purchase, in accordance with Section 3.03, if less than all outstanding Notes are to be purchased. The Company will also provide the Trustee with any additional information that the Trustee reasonably requests in connection with any redemption or after such prior dateOffer. For the avoidance of doubt, the requirements of this section shall not apply to a special Mandatory Redemption.

Notice to Trustee. The Company SRI shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the Company SRI which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10Notes. Notwithstanding the provisions of this Article 10 XI or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would could 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 10Notes, unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office specifically referencing this Article XI from the Company (in the form of an Officers' Certificate) or a Representative SRI or a holder or holders of Senior Indebtedness or a Representative Debt of SRI 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 7.18.01, 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 one Business Days Day prior to the date upon which by the terms hereof any such monies money may become became payable for any purpose (including, without limitation, the payment of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any 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 one Business Day prior to such date; PROVIDED that notwithstanding the foregoing, receipt by the Holders of such money shall otherwise be subject to the provisions of Sections 11.02 and 11.03. Subject to the provisions of Section 8.01, 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 Debt of SRI (or after a trustee therefor) to establish that such prior datenotice has been given by a holder of Senior Debt of SRI (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 Debt of SRI to participate in any payment or distribution pursuant to this Article XI, the Trustee may request each person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of SRI 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities of any series pursuant to the provisions of this Article 10XIII. Notwithstanding the provisions of this Article 10 XIII 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 pursuant to the provisions of this Article 10XIII, unless and until a Trust Officer 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 Debt 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 7.16.04, 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (or premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect ) or interest on any Securities of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5any series), 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 for which they were received, received and shall not be affected by any notice to the contrary which that may be received by it within three Business Days prior to such date. Subject to the provisions of Section 6.04, 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 after a trustee therefor) to establish that such prior datenotice has been given by a holder of Senior Debt (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 Debt to participate in any payment of 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 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 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 Issuers shall give prompt written notice in a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee at its address set forth in Section 13.2 of any fact known to the Company Issuers which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10. Notwithstanding the provisions of this Article 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 10Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office in writing from the Company (in the form Issuers, or from a holder of an Officers' Certificate) Senior Debt or a Representative or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereof; and before therefor, and, prior to the receipt of any such written notice, the TrusteeTrustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist (provided that, -------- notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 10.2 and/or 10.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 7.1, 10.2 and Section 10.3). The Trustee shall be entitled in all respects to assume rely on the delivery to it of any notice pursuant to this Section 10.7 to establish that no such facts exist; provided that if on notice has been given by a date holder of Senior Debt (or a Representative therefor). If the Trustee shall not fewer than two have received, at least 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 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 the Securities) the Trustee shall not have received, with respect to such moniespurpose, the notice provided for in this Section 10.5Section, then, 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 with one Business Day prior to such date (provided that, notwithstanding the foregoing, the Holders receiving any -------- payments made in contravention of Section 10.2 and/or 10.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 10.2 and Section 10.3). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or after distribution pursuant to this Article Ten, the Trustee may request such prior datePerson to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent of any fact known to If the Company which would prohibit the making of any payment of monies deposited by the Company elects to or by the Trustee or any Paying Agent in respect of the Securities redeem Notes pursuant to the provisions of this Article 10. Notwithstanding the provisions of this Article 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 10, unless and until a Trust Officer shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' CertificateSection 3.01(a) 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 noticeSection 3.01(b), it shall furnish to the Trustee, subject at least 30 days (or such shorter period as the Trustee consents to in its sole judgment) but not more than 60 days before notice of a redemption is to be mailed to Holders, an Officers’ Certificate stating that the provisions of Company is redeeming Notes pursuant to Section 7.13.01(a) or Section 3.01(b), 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 as the case may be, the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitationnotice of redemption is to be mailed to Holders, the payment redemption date, the aggregate principal amount of Notes to be redeemed, the redemption price for such Notes, any calculations pursuant to Section 3.01(a) or (b), the amount of accrued and unpaid interest on such Notes as of the Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestredemption date and, if anyapplicable, Redemption Pricethe manner in which Notes are to be selected for redemption, Purchase Price, Fundamental Change Redemption Price and interestin accordance with Section 3.03, if any, in respect of the Securities) less than all outstanding Notes are to be redeemed. If the Trustee shall is not have received, with respect to such moniesthe Registrar, the notice provided for in this Section 10.5Company shall, 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 concurrently with delivery of its notice to the contrary Trustee of a redemption, cause the Registrar to deliver to the Trustee a certificate (upon which the Trustee may rely) setting forth the name of, and the aggregate principal amount of Notes held by each Holder. If the Company is required to offer to purchase Notes pursuant to Section 4.13 or 4.14, it shall furnish to the Trustee, at least seven Business Days (or such shorter period as the Trustee consents to in its sole judgment) before notice of the corresponding Offer is to be received by it mailed to Holders, an Officers’ Certificate setting forth that the Offer is being made pursuant to Section 4.13 or 4.14, as the case may be, the purchase date, the maximum principal amount of Notes the Company is offering to purchase pursuant to such Offer, the purchase price for such Notes, the amount of accrued and unpaid interest on such Notes as of the purchase date and, if applicable, the manner in which Notes are to be selected for purchase, in accordance with Section 3.03, if less than all outstanding Notes are to be purchased. The Company will also provide the Trustee with any additional information that the Trustee reasonably requests in connection with any redemption or after such prior dateOffer.

Notice to Trustee. The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 10 XII 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 10Securities, unless and until a Trust Officer 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 thereofRepresentative therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.01, 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 on which by the terms hereof any such monies money may become payable for any purpose (including, without limitation, the payment of the Principal Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestpremium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, or interest on or any Additional Amounts with respect to such monies, the notice provided for in this Section 10.5any Security), 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 two Business Days prior to such date. Subject to the provisions of Section 6.01, 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 Representative therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a Representative 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 XII, 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 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 a the form of an Officers' Certificate to a Trust 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 deposited by the Company to or by the Trustee or any Paying Agent paying agent in respect of the Securities Notes pursuant to the provisions of this Article 104. - Notwithstanding the provisions of this Article 10 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 104, - unless and until a Trust 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 a Representative or from any trustee thereof; Indebtedness, and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.18.01, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.54.05, 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 a the form of an Officers' Officer's Certificate to a Trust 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities Debentures pursuant to the provisions of this Article 104. Notwithstanding the provisions of this Article 10 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 104, unless and until a Trust 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 a Representative 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 7.19.01, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor Interest on any Debenture) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.54.05, 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 101997A Notes. Notwithstanding the provisions of this Article 10 VII 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 pursuant to the provisions of this Article 101997A Notes, unless and until a Trust Officer 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 and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1601 of the Indenture, 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 7.9 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any 1997A 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 two Business Days prior to such date. Subject to the provisions of Section 601 of the Indenture, 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 VII, 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust Officer 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 trustee therefor or an agent bank) 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 7.1801, shall be entitled in all respects to assume that no such facts exist; provided that if on a date the Trustee shall not fewer than have 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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 two Business Days prior to such 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 Section 1202 or 1203. Subject to the provisions of Section 601, 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 or an agent bank) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee therefor or an agent bank). 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 a the form of an Officers' ’ Certificate to a Trust 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities Notes pursuant to the provisions of this Article 1015. Notwithstanding the provisions of this Article 10 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 1015, unless and until a Trust 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 or a Representative Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.01, 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 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 principal of the Securitiesor interest on any Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.515.05, 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 a form of an Officers' Certificate to a Responsible Trust Officer and to any Paying Agent of the Trustee 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 in respect of the any Securities of any series (or any Coupons appertaining thereto) pursuant to the provisions of this Article 1015. Notwithstanding the provisions of this Article 10 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 1015, 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 Debt 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 7.17.3, 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (or premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect ) or interest on any Securities of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5any 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 7.3, 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 after a trustee therefor) to establish that such prior datenotice has been given by a holder of Senior Debt (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 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 a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 10 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 10Securities, unless and until a Trust 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 or a holder or holders of Senior Indebtedness or a Representative of the Company or from any trustee thereoftherefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.17.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date the Trustee shall not fewer than two have received the notice provided for in this Section 12.05 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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 during or after such three Business Day period. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent any payment by the Company or the Trustee to the Holders of monies in connection with a redemption of Securities if (i) notice of such redemption has been given 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 Company (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness of the Company 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 XII, 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 Company 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust Officer 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 and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1601, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on the Trustee shall not have received the notice directing that a date payment or distribution not fewer than be made provided for in this Section and Section 1204 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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 two Business Days prior to such date. Subject to the provisions of Section 601, 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 (including, without limitation, Designated Senior Indebtedness) (or after a trustee or representative therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (including, without limitation, Designated Senior Indebtedness) (or a trustee or representative 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 a form of an Officers' Certificate to a 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 in respect of the Securities pursuant to the provisions of this Article 10Article. Notwithstanding the provisions of this Article 10 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 Securities Notes pursuant to the provisions of this Article 10Article, unless and until a 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 thereofOffice; and before the receipt of any such written notice, the Trustee, subject to Section 601 of the provisions of Section 7.1Base Indenture, shall be entitled in all respects to conclusively 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, including the payment of the 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 principal of the Securitiesor interest on any Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5Section, 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 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section 401 of the Base Indenture, and any such payment shall not be subject to the provisions of Section 5.01 or 5.02. The Trustee, subject to the provisions of Section 601 of the Base Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative or a Person representing himself or herself 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, 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 a the form of an Officers' Certificate to a Trust 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 Notes pursuant to the provisions of this Article 10IV. Notwithstanding the provisions of this Article 10 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 10IV, unless and until a Trust 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 a Representative or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.18.1, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.54.5, 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 and the Subsidiary Guarantors shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10or under any Subsidiary Guarantee. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or Company, a Representative or Subsidiary Guarantor, a holder or holders of Senior Indebtedness or a Representative 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 7.16.01, shall be entitled in all respects to assume that no such facts exist; 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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 6.01, 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 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 a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust 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 a Representative 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 7.1601, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that if on the Trustee shall not have received the notice directing that a date payment or distribution not fewer than be made provided for in this Section and Section 1204 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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 two Business Days prior to such date. Subject to the provisions of Section 601, 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 representative therefor) to establish that such prior datenotice has been given by a holder of Senior Indebtedness (or a trustee or representative 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 a form of an Officers' Certificate to a Trust Officer and to any 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 in respect of the Securities pursuant to the provisions of this Article 10. Notwithstanding the provisions of this Article 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 10, unless and until a Trust Officer 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 Trusteetee, subject to the provisions of Section 7.19.1, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.55.5, 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 a the form of an Officers' Certificate to a 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 105. Notwithstanding the provisions of this Article 10 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 105, unless and until a 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 7.19.1, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.55.5, 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 a the form of an Officers' Certificate to a Trust 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities Notes pursuant to the provisions of this Article 104. Notwithstanding the provisions of this Article 10 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 104, unless and until a Trust 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 a Representative 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 7.18.01, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor Interest on any Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.54.05, 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. The Company Trust or the Corporation, as the case may be, shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the such Company which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 10or Coupons. Notwithstanding the provisions of this Article 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 10or Coupons, unless and until a Trust Officer the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in Trust or the form of an Officers' Certificate) or a Representative Corporation, as the case may be, or a holder or holders of Senior Indebtedness or a Representative or from any trustee thereoftherefor; and before and, prior to the receipt of for any such written notice, the Trustee, subject to the provisions of Section 7.1601, 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 1411 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interest, principal of (or premium if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security or Coupon), 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 during or after such prior datethree Business Day period. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself 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 102 determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee 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 in respect of the Securities pursuant to the provisions of this Article 10Securities. Notwithstanding the provisions of this Article 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 10Securities, unless and until a Trust 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 a Representative 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 7.16.01 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 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 principal of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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 a the form of an Officers' Certificate to a 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 deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 105. Notwithstanding the provisions of this Article 10 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 105, unless and until a 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 a Representative or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.19.1, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestor premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securitiesor interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.55.5, 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. (a) The Company or any Guarantor shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the Company or any such Guarantor which would prohibit the making of any payment of monies deposited by the Company 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 10Ten. Notwithstanding the provisions of this Article 10 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 10Guarantees, unless and until a Trust Officer 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 a Representative 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 7.110.14, 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 Amountprincipal of, Issue Price, accrued Original Issue Discount, accrued Additional Interestpremium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Note), 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 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 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 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 10.08. The Trustee shall be entitled to rely upon the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or after other representative of, such prior dateholder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder.

Notice to Trustee. The Company shall give prompt written notice in a form of an Officers' Certificate to a Trust Responsible Officer and to any Paying Agent of the Trustee 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 in respect of the any Securities of any series (or any Coupons appertaining thereto) pursuant to the provisions of this Article 1015. Notwithstanding the provisions of this Article 10 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 1015, unless and until a Trust 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 a Representative 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 7.17.2, 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (or premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect ) or interest on any Securities of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5any 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. The Company During any period with respect to which a demand for payment by Parent pursuant to Section 3.1 of this First Supplemental Indenture remains outstanding, Parent shall give prompt written notice in a form of an Officers' Certificate to a Trust Officer and to any Paying Agent the Trustee of any fact known to the Company Parent which would prohibit the making of any payment of monies deposited by the Company to or by the Trustee or any Paying Agent in respect of the Securities Parent's obligations under Section 3.1 of this First Supplemental Indenture pursuant to the provisions of this Article 10Article. Notwithstanding the provisions of this Article 10 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 Securities pursuant to the provisions Parent's obligations under Section 3.1 of this Article 10First Supplemental Indenture, unless and until a Trust Officer 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 Parent or a holder or holders of Parent Senior Indebtedness or a Representative Debt or from any trustee thereoftrustee, agent or representative therefor; and before and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.16.1 of the Indenture, 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 Business Days have received the notice provided for in this Section 4.5 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 Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interestprincipal of (and premium, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest, if any, in respect of the Securities) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5or interest on any Security), 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 two Business Days prior to such date. Subject to the provisions of Section 6.1 of the Indenture, 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 Parent Senior Debt (or after a trustee, agent or representative therefor) to establish that such prior datenotice has been given by a holder of Parent Senior Debt (or a trustee, agent or representative 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 Parent Senior Debt 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 Parent 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, 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.