Common use of Notice to Trustee Clause in Contracts

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article Eight. 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 to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 Eight, 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 Eight, 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 to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightFourteen. 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 Debt or of any other facts which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness Debt or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article SevenSix, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 14.6 at least two Business Days prior to the date upon which which, by the terms of this Indenture Indenture, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of of, premium, if any, or interest on any Security), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 8.06 14.6 shall limit the right of the holders of Senior Indebtedness Debt to recover payments as contemplated by Section 8.03this 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 Debt (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 Debt or a trustee or representative on behalf of any such holder. . (b) 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 Debt to participate in any payment or distribution pursuant to this Article EightFourteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightFourteen and, and if such evidence is not furnishedfurnished to the Trustee, 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 to a Responsible Officer of the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any, on) or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holderattorney-in-fact therefor) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee or representative on behalf attorney-in-fact therefor). The Trustee shall immediately notify the Company by telephone of the receipt of any such holdernotice. In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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 to the Trustee of any fact known to the Company which Corporation that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Corporation or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any, on) or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holderattorney-in-fact therefor) 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 holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Subordinated Securities. Failure to give such notice shall not affect the subordination of the Securities pursuant to Senior Debt. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Subordinated Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness Debt or from any trustee or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section 8.06 received, at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall such money may become payable for any purpose (including, without limitationpurpose, the payment of the principal of or interest on any Security)notice with respect to such money provided for in this Section 12.04, then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within two Business Days prior to such prior date. Nothing contained in this Section 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Senior Indebtedness Debt (or a trustee or agent on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness Debt (or a trustee or representative agent on behalf of any such holder). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightTwelve, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article EightArticle, 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 person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightTwelve. 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 to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office corporate trust office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 8.06 12.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 12.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.0312.03. 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 EightTwelve, 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 EightTwelve, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightEleven. 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 to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office corporate trust office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 8.06 11.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 11.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.0311.03. 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 EightEleven, 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 EightEleven, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or from any trustee therefor or agent thereforfrom any Entitled Persons in respect of Other Financial Obligations; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior . Subject to the date upon which by the terms provisions of this Indenture any moneys shall become payable for any purpose (including, without limitationSection 601, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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, therefor) or other representative of, such holder) an Entitled Person in respect of Other Financial Obligations to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee therefor) or representative on behalf an Entitled Person in respect of any such holderOther Financial Obligations. In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness or an Entitled Person in respect of Other Financial Obligations to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may may, but shall not be required to, request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness or other Financial 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 EightArticle, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The 5 or any other provision of this Indenture, the Trustee shall not at any time 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 to or by the Trustee Trustee, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a from the holder or holders of Senior Indebtedness or from their representative or representatives or from the trustee or agent therefortrustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness have been issued; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Sections 9.1 and 9.2, shall be entitled to assume conclusively that no such facts do not exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely conclusively on the delivery to it of a written notice by a Person person representing himself or itself herself to be a holder of any Senior Indebtedness (or a representative of such holder or the trustee on behalf of, or other representative of, under any indenture pursuant to which any instruments evidencing any of such holderSenior Indebtedness have been issued) 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 further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Eight5, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person each person under this Article Eight5, and and, if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article Eight10. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Senior Indebtedness Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the CompanyIssuer, or by a holder of Senior Indebtedness Debt or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven7, be entitled to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 8.06 10.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys from the Company Issuer and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Nothing contained in this Section 8.06 10.06 shall limit the right of the holders of Senior Indebtedness Debt to recover payments as contemplated by Section 8.0310.03. 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 Debt (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 Debt 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 Debt to participate in any payment or distribution pursuant to this Article Eight10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 Eight10, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee a Responsible Trust Officer shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent therefor; and prior to representative therefor (whether or not the receipt of any facts contained in such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts existnotice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after within three Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.01, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee or agent on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee or representative agent on behalf of any such holder). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article EightArticle, 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 person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or from any trustee therefor or agent therefor; representative thereof, and prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within two Business Days prior to the date such prior dateamounts may be payable. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice notice, and proof of ownership acceptable to the Trustee, by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, therefor or other representative of, such holderthereof) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee therefor or representative on behalf of any such holderthereof). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or from any trustee or agent other representative therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Sections 7.1 and 7.2, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior . Subject to the date upon which by the terms provisions of this Indenture any moneys shall become payable for any purpose (including, without limitationSections 7.1 and 7.2, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 holdertherefor) 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 holdertherefor). In the event that the Trustee determines in good faith that any 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 Eight10, 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 Eight10, 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 to a Responsible Officer of the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The XII or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness Debt or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 12.8 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Section 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness Debt (or a trustee on behalf oftrustee, agent, representative or other representative of, such holderattorney-in-fact therefor) to establish that such notice has been given by a holder of such Senior Indebtedness Debt (or a trustee trustee, agent, representative or representative on behalf of any such holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightXII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightXII, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or from any trustee or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two five Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security)purpose, then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within five Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 601, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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) therefor 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 holdertherefor. In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant of any series. Failure to give such notice shall not affect the subordination of the Securities of such series to Senior Indebtedness. Notwithstanding the provisions of this Article Eight. The [One] or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities of such series, unless and until the Trustee shall have received written notice thereof in writing at its Corporate Trust Office to that effect signed the manner prescribed by an Officer of this Indenture from the Company, Company or by a holder of Senior Indebtedness or from any trustee or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section [regarding the duties and responsibilities of the Trustee], shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 received, at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal amount, interest, or such other amounts as may be provided for in this Indenture in respect of or interest on any Security), the notice with respect to such money provided for in this Section [1.11], then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have the full power and authority to receive any moneys from the Company such 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 within three Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit [regarding the right duties and responsibilities of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee], the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee or agent on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee or representative agent on behalf of any such holder). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Eight[One], the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article Eight[One], 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 person pursuant to the terms of this Indenture pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightFifteen. 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 Debt or of any other facts which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer officer of the Company, or by a holder of Senior Indebtedness Debt or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article SevenSix, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 15.6 at least two three Business Days prior to the date upon which which, by the terms of this Indenture Indenture, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of or premium, if any, or interest on any Security), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 three Business Day period except for an acceleration of the Securities prior dateto such application. Nothing contained in this Section 8.06 15.6 shall limit the right of the holders of Senior Indebtedness Debt to recover payments as contemplated by Section 8.03this Article Fifteen. 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 Debt (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 Debt or a trustee or representative on behalf of any such holder. . (b) 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 Debt to participate in any payment or distribution pursuant to this Article EightFifteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightFifteen and, and if such evidence is not furnishedfurnished to the Trustee, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The 5 or any other provision of this Indenture, the Trustee shall not at any time 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 to or by the Trustee Trustee, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a from the holder or holders of Senior Indebtedness or from their representative or representatives or from the trustee or agent therefortrustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness have been issued; and and, prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, shall be entitled to assume conclusively that no such facts do not exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely conclusively on the delivery to it of a written notice by a Person person representing himself or itself herself to be a holder of any Senior Indebtedness (or a representative of such holder or the trustee on behalf of, or other representative of, under any indenture pursuant to which any instruments evidencing any of such holderSenior Indebtedness have been issued) 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 further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Eight5, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person each person under this Article Eight5, and and, if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightFifteen. 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 Debt or of any other facts which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness Debt or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article SevenSix, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 15.6 at least two Business Days prior to the date upon which which, by the terms of this Indenture Indenture, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of of, premium, if any, or interest on any Security), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 8.06 15.6 shall limit the right of the holders of Senior Indebtedness Debt to recover payments as contemplated by Section 8.03this Article Fifteen. 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 Debt (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 Debt or a trustee or representative on behalf of any such holder. . (b) 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 Debt to participate in any payment or distribution pursuant to this Article EightFifteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightFifteen and, and if such evidence is not furnishedfurnished to the Trustee, 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 to a Responsible Officer of the Trustee assigned to its Corporate Trust Office of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received notice in writing at assigned to its Corporate Trust Office to that effect signed by an Officer of shall have received written notice thereof from the Company, Company or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on or interest (including any Additional Interest) on and any Additional Amounts with respect to any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 601, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness (or a trustee on behalf oftrustee, agent, representative or other representative of, such holderattorney-in-fact therefor) 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 holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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 to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant or Coupons. Failure to give such notice shall not affect the subordination of the Securities or Coupons to Senior Indebtedness. Notwithstanding the provisions of this Article Eight. The 13 or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities or Coupons, unless and until the Trustee shall have received written notice thereof at the address specified in writing at its Corporate Trust Office to that effect signed by an Officer of Section 11.4 from the Company, Issuer or by a holder of Senior Indebtedness or from any trustee or agent therefortherefore; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section 8.06 received, at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall such money may become payable for any purpose (including, including without limitation, the payment of the principal of or interest on any SecuritySecurity or Coupon), the notice with respect to such money provided for in this Section 13.10, then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within three Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely reply on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee or agent on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee or representative agent on behalf of any such holder). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Eight13, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as a to the amount of Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article Eight13, 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 person pursuant to the terms of this Indenture pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article EightSeven. 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 to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article SevenEleven of the Indenture, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 7.6 at least two Business Days prior to the date upon which by the terms of the Indenture and this Supplemental Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any SecurityNote), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 7.6 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.037.3. 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 EightSeven, 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 EightSeven, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant or Coupons. Failure to give such notice shall not affect the subordination of the Securities or Coupons to Senior Indebtedness. Notwithstanding the provisions of this Article Eight. The Seventeen or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities or Coupons, unless and until the Trustee shall have received written notice thereof in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, manner provided in Section 105 from the Company or by a holder of Senior Indebtedness or from any trustee or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section 8.06 received, at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall such money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any SecuritySecurity or Coupon), the notice with respect to such money provided for in this Section 1710, then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within three Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 601, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 or agent on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee or representative agent on behalf of any such holder). In the event that the Trustee determines in good faith that any 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 EightSeventeen, 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 EightSeventeen, 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 to a Responsible Officer of the Trustee and to any Paying Agent of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article Eightor would end such prohibition. The Regardless of anything to the contrary contained in this Article or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or of any default or event of default with respect to any Senior Indebtedness or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee or which would end such prohibition, unless and until a Responsible Officer of the Trustee shall have received notice in writing at its principal Corporate Trust Office to that effect signed by an Officer officer of the Company, or by a holder or agent of a holder of Senior Indebtedness or by the trustee under any indenture pursuant to which Senior Indebtedness shall be outstanding, who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent therefor; and or trustee, and, prior to the receipt of any such written notice, the Trustee shall, subject to Article SevenSections 7.01 and 7.02, be entitled to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 8.06 on a date at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of Principal of, or interest on any Security)) the Trustee shall not have received with respect to such moneys the notice of prohibition provided for in this Section, then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive any such 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 Regardless of anything to the contrary herein, nothing shall prevent (a) any payment by the Company or the Trustee to the Securityholders of amounts in this Section 8.06 shall limit connection with a redemption of Securities if (i) notice of such redemption has been given pursuant to Article 3 prior to the right receipt by a Responsible Officer of the holders Trustee of Senior Indebtedness written notice of prohibition as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date, or (b) any payment by the Trustee to recover payments as contemplated by Section 8.03the Securityholders of amounts deposited with it pursuant to Sections 8.01, 8.05 or 8.06. The Trustee shall be entitled to rely on the delivery to it a Responsible Officer of the Trustee of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee or agent on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative agent on behalf of any such holder. In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, and if such evidence is not furnished, 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 to the Trustee of any fact known to the Company Issuers which would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article Eight12. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Senior Indebtedness Debt of a Guarantor or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Companyan Issuer, or by a holder of Senior Indebtedness Debt of a Guarantor or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven7, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 12.5 shall limit the right of the holders of Senior Indebtedness Debt of a Guarantor to recover payments as contemplated by Section 8.0312.3. 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 Debt of a Guarantor (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 Debt 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 Debt of a Guarantor to participate in any payment or distribution pursuant to this Article Eight12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 Eight12, 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 to a Responsible Officer of the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or from any trustee therefor or agent thereforfrom any Entitled Persons in respect of Other Financial Obligations; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 6.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of security) then notwithstanding anything herein to the contrarycontrary herein, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.01, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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, therefor) or other representative of, such holder) an Entitled Person in respect of Other Financial Obligations to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee therefor) or representative on behalf an Entitled Person in respect of any such holderOther Financial Obligations. In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness or an Entitled Person in respect of Other Financial Obligations to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness or other Financial 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 EightArticle, 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 of a redemption is to be mailed to Holders, an Officers’ Certificate stating that the Company is redeeming Notes pursuant to 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 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 its notice to the Trustee of any fact known a redemption, cause the Registrar to deliver to the Company Trustee a certificate (upon which would prohibit the making of any payment to or by 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 respect its sole judgment) before notice of the Securities corresponding Offer is to be mailed to Holders, an Officers’ Certificate setting forth that the Offer is being made pursuant to Section 4.13 or 4.14, as the provisions case may be, the Purchase Date, the maximum principal amount of this Article EightNotes 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 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 to or by Company will also provide the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of with any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 additional information that the Trustee determines reasonably requests in good faith that connection with any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment redemption or distribution pursuant to this Article Eight, 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 Eight, 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 paymentOffer.

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 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 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 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 its notice to the Trustee of any fact known a redemption, cause the Registrar to deliver to the Company Trustee a certificate (upon which would prohibit the making of any payment to or by the Trustee in respect may rely) setting forth the name of, and the aggregate principal amount of Notes held by each Holder. If the Securities Company is required to offer to purchase Notes pursuant to the provisions of this Article Eight. The Trustee Section 4.13 or 4.14, it 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 to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior furnish to the receipt of any such written noticeTrustee, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior before notice of the corresponding Offer is to be mailed to Holders, an Officers' Certificate setting forth that the date upon which by Offer is being made pursuant to Section 4.13 or 4.14, as the terms of this Indenture any moneys shall become payable for any purpose (including, without limitationcase may be, 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, and the amount of accrued and unpaid interest on such Notes as of the principal of or interest on any Security), then, regardless of anything herein to the contrary, Purchase Date. The Company will also provide the Trustee shall have full power and authority to receive with 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 additional information that the Trustee determines reasonably requests in good faith that connection with any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment redemption or distribution pursuant to this Article Eight, 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 Eight, 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 paymentOffer.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article Eight. 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 to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 Eight, 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 Eight, 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 to the Trustee in the form of an Officers' Certificate of any fact known to the Company which would prohibit the making of any payment of money to or by the Trustee in respect of the QUIDS pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provisions of this Supplemental Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities QUIDS pursuant to the provisions of this Article Eight. 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 to or by the Trustee Article, unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of written notice thereof from the Company, Company or by a holder or holders of Senior Indebtedness or from any trustee or agent therefortherefor at least two Business Days prior to such payment date; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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, 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 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 EightArticle, 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 Eightthe Article, and 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. SECTION 407. Reliance on Certificate of Liquidating Agent. Upon any payment or distribution referred to in this Article, the Trustee, and the Holders of the QUIDS shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which a dissolution, winding up or total or partial liquidation or reorganization of the Company is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the QUIDS, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 holderattorney-in-fact therefor) 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 holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, and if such evidence 72 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of or (and premium, if any) interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after within three Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 holderattorney-in-fact therefor) 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 holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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 to a Responsible Officer of the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Debentures. Notwithstanding the provisions of this Article Eight. The 4 or any other provision of this Indenture, 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 to or distribution by the Trustee in respect of the Debentures, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or from any trustee or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 9.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 4.09 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security)purpose, then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 9.01, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely conclusively 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 holdertherefor) 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 holdertherefor). In the event that the Trustee determines in good faith that any 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 Eight4 (although the Trustee is not obligated to make such determination), 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 Eight4, 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 to the Trustee of any fact known to the Company which Corporation that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Corporation or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself such Person to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holderattorney-in-fact therefor) 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 holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightArticle. The Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Indebtedness Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness Debt or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness Debt to recover payments as contemplated by Section 8.02 or 8.03. 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 Debt (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 Debt 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 Debt to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightArticle, 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 to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightFifteen. 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 Debt or of any other facts which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness Debt or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article SevenSix, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 15.6 at least two Business Days prior to the date upon which which, by the terms of this Indenture Indenture, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of or premium, if any, or interest on any Security), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 8.06 15.6 shall limit the right of the holders of Senior Indebtedness Debt to recover payments as contemplated by Section 8.03this Article Fifteen. 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 Debt (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 Debt or a trustee or representative on behalf of any such holder. . (b) 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 Debt to participate in any payment or distribution pursuant to this Article EightFifteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightFifteen and, and if such evidence is not furnishedfurnished to the Trustee, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities pursuant to Senior Indebtedness. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof at the address specified in writing at its Corporate Trust Office to that effect signed by an Officer of Section 14.02 from the Company, Company or by a holder of Senior Indebtedness or from any trustee or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 9.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section 8.06 received, at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall such money may become payable for any purpose (including, without limitation, the payment of the principal Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, as the case may be, in respect of or interest on any Security), the notice with respect to such money provided for in this Section 1010, then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within three Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 9.01, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee or agent on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee or representative agent on behalf of any such holder). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article EightArticle, 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 person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person person to receive such payment.

Notice to Trustee. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Issuer or by a holder of Senior Debt or Subordinated Indebtedness of the Issuer or from any trustee or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of Principal or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within three Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 Debt or Subordinated Indebtedness of the Issuer (or a trustee on behalf of, or other representative of, such holdertherefor) to establish that such notice has been given by a holder of such Senior Debt or Subordinated Indebtedness of the Issuer (or a trustee or representative on behalf of any such holdertherefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Debt or Subordinated Indebtedness of the Issuer to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt or Subordinated 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 EightArticle, 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 to the Trustee of any fact known to the Company which Corporation that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Corporation or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written noticePROVIDED, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 8.06 13.8 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, including the payment of the principal of (and premium, if any, on) or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holderattorney-in-fact therefor) 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 holderattorney-in-fact therefor). In the event that If the Trustee determines in good faith that any 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 EightXIII, 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 EightXIII, 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 to the Trustee of any fact known to the Company Corporation which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Corporation or by a holder of Senior Indebtedness Debt or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely conclusively on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness Debt (or a trustee on behalf of, or other representative of, such holderattorney-in- fact therefor) to establish that such notice has been given by a holder of such Senior Indebtedness Debt (or a trustee or representative on behalf of any such holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightArticle, 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 to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes pursuant to the subordination provisions of this Article EightXV. 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 which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article SevenVII, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 15.06 at least two Business Days prior to the date upon which which, by the terms of this Indenture hereof, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of of, premium, if any, or interest on any SecurityNote), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 date, except for an acceleration of the Notes prior to such application. Nothing contained in this Section 8.06 15.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03this Article XV. 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. . (b) 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 EightXV, 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 EightXV and, and if such evidence is not furnishedfurnished to the Trustee, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent representative therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within two Business Days prior to such prior date. Nothing contained in this Section 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness (or a trustee on behalf oftrustee, agent or other representative of, such holdertherefor) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee trustee, agent or representative on behalf of any such holdertherefor). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, the Trustee shall not be charged with actual 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 to or by the Trustee in respect of the Securities, unless and until the Trustee a Responsible Officer shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent therefor; and prior to representative therefor (whether or not the receipt of any facts contained in such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts existnotice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after within three Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 601, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee or agent on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee or representative agent on behalf of any such holder). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article EightArticle, 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 person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness Debt or from any trustee or agent other Representative therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 by at least two 12:00 noon New York City time one Business Days Day prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of and any premium or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 12:00 noon New York time one Business Day prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 601, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 Debt (or a trustee on behalf of, or other representative of, such holderRepresentative therefor) to establish that such notice has been given by a holder of such Senior Indebtedness Debt (or a trustee or representative on behalf of any such holderother Representative therefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightArticle, 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 to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness Debt or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written noticePROVIDED, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any, on) or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness Debt (or a trustee on behalf of, or other representative of, such holderattorney-in-fact therefor) to establish that such notice has been given by a holder of such Senior Indebtedness Debt (or a trustee or representative on behalf of any such holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightArticle, 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 (a) Each of the Guarantor and the Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Guarantor or the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The XII or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Guarantor or by the Company or a holder of Senior Indebtedness Debt or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 12.8 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Section 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. . (b) The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness Debt (or a trustee on behalf oftrustee, agent, representative or other representative of, such holderattorney-in-fact therefor) to establish that such notice has been given by a holder of such Senior Indebtedness Debt (or a trustee trustee, agent, representative or representative on behalf of any such holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightXII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightXII, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of to the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, or by a holder of Senior Indebtedness or trustee from any trustee, fiduciary or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two one Business Days Day prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any, on) or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within one Business Day prior to such prior date. Nothing contained in this Section 8.06 ; provided, further, however, that such receipt and application shall limit not affect the right rights of the holders of Senior Indebtedness Indebtedness, including any right such holders may have to recover payments as contemplated by Section 8.03the payment over of any such money, against the Holders of the Securities. The Trustee agrees that its declaration, or the declaration by the Holders of the Requisite Amount of Securities Outstanding, that the principal amount of all of the Securities is immediately due and payable pursuant to Article Five shall be constructive notice to the Trustee of the existence of facts that would prohibit the Trustee's making of any payment of monies or taking of any other action under this Indenture. 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 itself to be a holder of any Senior Indebtedness (or a trustee on behalf oftrustee, fiduciary or other representative of, such holderagent therefor) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee trustee, fiduciary or representative on behalf of any such holderagent therefor). In the event that the Trustee determines in good faith that any 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 Eight, 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 EightArticle, 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 to a Responsible Officer of the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The ARTICLE XII or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness Debt or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, howeverPROVIDED, that if the Trustee shall not have received the notice provided for in this Section 8.06 SECTION 12.8 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Section 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. . (b) The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness Debt (or a trustee on behalf oftrustee, agent, representative or other representative of, such holderattorney-in-fact therefor) to establish that such notice has been given by a holder of such Senior Indebtedness Debt (or a trustee trustee, agent, representative or representative on behalf of any such holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightARTICLE XII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightARTICLE 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. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The 10 or any provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or trustee or agent thereforRepresentative; and and, prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 10.09 at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal principal, premium (if any), Equity Offering Redemption Price, Redemption Price, Change of Control Purchase Price, Net Proceeds Offer Price or interest on (if any), and any other payment required to be made hereunder in connection with any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within three Business Days prior to such prior date. Nothing contained in this Section 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. . (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Indebtedness Representative or a holder of any Senior Indebtedness (or a trustee on behalf oftrustee, fiduciary 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 holderagent therefor). In the event that the Trustee determines in good faith that any 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 Eight10, 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 Eight10, 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 to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The XIV or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent representative therefor; and prior to before the receipt of any such written notice, the Trustee shall, subject to Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 10.02, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself such Person to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holderattorney-in-fact therefor) 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 holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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 Guarantor shall give prompt written notice to the Trustee or paying agent of any fact known to the Company Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant Debt Securities. Failure to give such notice shall not affect the subordination of the Guarantee to Guarantor Senior Indebtedness. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, the Trustee or paying agent 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 to or by the Trustee or paying agent in respect to the Debt Securities pursuant to this Article XV, unless and until the Trustee or paying agent shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of from the Company, Guarantor or by a holder of Guarantor Senior Indebtedness or from any trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 7.02, or paying agent shall be entitled in all respect to assume that no such facts exist; provided, however, that if an Officer of the Trustee or paying agent shall not have received the notice provided for in this Section 8.06 received, at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall such money may become payable for any purpose (including, without limitation, the payment pursuant to the Guarantee of the principal of or interest any premium or Interest on any Debt Security), the notice with respect to such money provided for in this Section 15.10, then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee or paying agent shall have full power and authority to receive any moneys from the Company such 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 within three Business Days prior to such prior date. Nothing contained in this The Trustee, subject to the provisions of Section 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee 7.02, or paying agent shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Indebtedness (or a trustee or agent on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness (or a trustee or representative agent on behalf of any such holder). In the event that the Trustee or paying agent determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article EightXV, the Trustee or paying agent may request such Person to furnish evidence to the reasonable satisfaction of the Trustee or paying agent as to the amount of Guarantor 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 EightXV, and if such evidence is not furnished, the Trustee or paying agent 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 rights of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The XIII or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness and Subordinated Debt or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 13.10 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 and Subordinated Debt (or a trustee on behalf of, or other representative of, such holdertherefor) to establish that such notice has been given by a holder of such Senior Indebtedness and Subordinated Debt (or a trustee or representative on behalf of any such holdertherefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness and Subordinated Debt to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness and Subordinated 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 EightArticle, 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 to the Trustee of any fact known to the Company each such Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities each such Guarantee pursuant to the provisions of this Article EightTwelve, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. The Regardless of anything to the contrary contained in this Article Twelve 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 Guarantor Senior Indebtedness Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Companyfrom such Guarantor, or by from a holder of Guarantor Senior Indebtedness Debt or trustee or agent therefor; and a Representative therefore, and, prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist; providedexist (PROVIDED that, howevernotwithstanding the foregoing, that if the Trustee Holders of the Notes receiving any payments made in contravention of Section 12.02 and/or 12.03 (and the respective such payments shall not have received the notice provided for in this Section 8.06 at least two Business Days prior otherwise be subject to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment provisions of the principal first sentence of or interest on any SecuritySection 12.02(a) and Section 12.03), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written any notice by a Person representing himself or itself pursuant to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) this Section 12.07 to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness Debt (or a trustee or representative on behalf of any such holderRepresentative therefore). 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 Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightTwelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount amounts of Guarantor Senior Indebtedness 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 EightTwelve, and if such evidence is not furnished, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness Debt or trustee from any trustee, agent or agent representative therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of SECTION 6.1, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days SECTION 12.5 prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within two Business Days prior to such prior date. Nothing contained in this Section 8.06 shall limit Subject to the right provisions of SECTION 6.1, the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 Debt (or a trustee on behalf oftrustee, agent or other representative of, such holdertherefor) to establish that such notice has been given by a holder of such Senior Indebtedness Debt (or a trustee trustee, agent or representative on behalf of any such holdertherefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightArticle, 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 to the Trustee of any fact known to the Company which Corporation that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Corporation or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any, on) or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holderattorney-in- fact therefor) 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 holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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 or is required to redeem Notes in accordance with the terms thereof it shall give prompt written furnish to the Trustee, at least 30 days but not more than 60 days before notice 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 or is required to redeem Notes pursuant to paragraph 2 of the Notes, 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 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 its notice to the Trustee of any fact known a redemption, cause the Registrar to deliver to the Company Trustee a certificate (upon which would prohibit the making of any payment to or by the Trustee in respect may rely) setting forth the name of, and the aggregate principal amount of Notes held by each Holder. If the Securities Company is required to offer to purchase Notes pursuant to the provisions of this Article Eight. The Trustee Sections 10.11 or 10.16, it 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 to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior furnish to the receipt of any such written noticeTrustee, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior before notice of the corresponding Offer is to be mailed to Holders, an Officers' Certificate setting forth that the date upon which by Offer is being made pursuant to Sections 10.11 or 10.16, as the terms of this Indenture any moneys shall become payable for any purpose (including, without limitationcase may be, the payment Change of Control Purchase Date or the Net Available Cash Offer Purchase Date, the 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 Change of Control Purchase Date or interest on any Security)the Net Available Cash Offer Purchase Date, then, regardless of anything herein to as the contrary, case may be. The Company will also provide the Trustee shall have full power and authority to receive with 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 additional information that the Trustee determines reasonably requests in good faith that connection with any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment redemption or distribution pursuant to this Article Eight, 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 Eight, 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 paymentOffer.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The XII or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or from any trustee or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 6.01, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 8.06 12.09 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.01, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 holdertherefor) 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 holdertherefor). In the event that the Trustee determines in good faith that any 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 EightXII, 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 EightXII, 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 Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company which Guarantor that would prohibit the making of any payment to or by the Trustee in respect of the Securities Guarantee pursuant to this Article. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Guarantee pursuant to this Article, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Guarantor or by a holder of Guarantor Senior Indebtedness Debt or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment pursuant to the Guarantee of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Section 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. . (b) The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Guarantor Senior Indebtedness Debt (or a trustee on behalf oftrustee, agent, representative or other representative of, such holderattorney-in-fact therefor) to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness Debt (or a trustee trustee, agent, representative or representative on behalf of any such holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness 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 EightArticle, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to of any series. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of any Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness Debt or from any trustee therefor or agent thereforrepresentative thereof; and and, prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 1609 at least two (2) Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of of, the principal of or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within two (2) Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 601, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice notice, by a Person representing himself or itself to be a holder of any Senior Indebtedness Debt (or a trustee on behalf of, therefor or other representative of, such holderthereof) to establish that such notice has been given by a holder of such Senior Indebtedness Debt (or a trustee therefor or representative on behalf of any such holderthereof). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightArticle, 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 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 Company is redeeming Notes pursuant to 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 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 its notice to the Trustee of any fact known a redemption, cause the Registrar to deliver to the Company Trustee a certificate (upon which would prohibit the making of any payment to or by 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 respect its sole judgment) before notice of the Securities corresponding Offer is to be mailed to Holders, an Officers’ Certificate setting forth that the Offer is being made pursuant to Section 4.13 or 4.14, as the provisions case may be, the Purchase Date, the maximum principal amount of this Article EightNotes 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 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 to or by Company will also provide the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of with any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 additional information that the Trustee determines reasonably requests in good faith that connection with any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment redemption or distribution pursuant to this Article Eight, 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 Eight, 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 paymentOffer.

Notice to Trustee. The Company Sterling shall give prompt written notice to the Trustee of any fact known to the Company Sterling which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Notes. Notwithstanding the provisions of this Article Eight. The XI or any other provision of this Indenture, 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 could prohibit the making of any payment to or by the Trustee in respect of the Notes, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, thereof specifically referencing this Article XI from Sterling or by a holder of Senior Indebtedness Debt of Sterling or from any trustee or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 8.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 11.09 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall become money may became payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any SecurityNote), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 8.01, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Senior Indebtedness Debt of Sterling (or a trustee on behalf of, or other representative of, such holdertherefor) to establish that such notice has been given by a holder of such Senior Indebtedness Debt of Sterling (or a trustee or representative on behalf of any such holdertherefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness Debt of Sterling to participate in any payment or distribution pursuant to this Article EightXI, the Trustee may request such Person each person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt of Sterling held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article EightXI, and if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article Eight. 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 -57- making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 Eight, 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 Eight, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or from any trustee or agent Administrative Agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two 5 Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within 5 Business Days prior to such prior date. Nothing contained in this -110- 123 Subject to the provisions of Section 8.06 shall limit 601, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 holderAdministrative Agent therefor) 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 holderAdministrative Agent therefor). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officer's Certificate to a Responsible Officer of the Trustee and to any Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 11. Notwithstanding the provisions of this Article 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 Eight. 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 to or by the Trustee 11, unless and until a Responsible Officer of the Trustee shall have actual knowledge thereof or received written notice in writing thereof at its the Corporate Trust Office to that effect signed by from the Company (in the form of an Officer of the Company, Officer's Certificate) or by a Representative or a holder or holders of Senior Indebtedness Debt or from any trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shallthereof. The Trustee, subject to Article Seventhe provisions of Section 7.01, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person Representative or a person representing himself or itself to be a holder of any Senior Indebtedness Debt (or a trustee on behalf of, or other representative of, of such holder) or Designated Senior Debt to establish that such notice has been given by a Representative or a holder of such Senior Indebtedness Debt or a trustee or representative on behalf of any such holderDesignated Senior Debt. In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness Debt or Designated Senior Debt to participate in any payment or distribution pursuant to this Article Eight11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt or Designated 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 Eight11, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company and each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or such Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightTwelve. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Guarantor Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the CompanyCompany or such Guarantor, or by a holder of Guarantor Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 8.06 12.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys from the Company any Guarantor 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 8.06 12.06 shall limit the right of the holders of Guarantor Senior Indebtedness to recover payments as contemplated by Section 8.0312.03. 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 Guarantor 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 Guarantor 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 Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article EightTwelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor 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 EightTwelve, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The 5 or any other provision of this Indenture, the Trustee shall not at any time 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 to or by the Trustee Trustee, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a from the holder or holders of Senior Secured Indebtedness or from their representative or representatives or from the trustee or agent therefortrustees under any indenture pursuant to which any instruments evidencing any of such Senior Secured Indebtedness have been issued; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Sections 9.1 and 9.2, shall be entitled to assume conclusively that no such facts do not exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely conclusively on the delivery to it of a written notice by a Person person representing himself or itself herself to be a holder of any Senior Secured Indebtedness (or a representative of such holder or the trustee on behalf of, or other representative of, under any indenture pursuant to which any instruments evidencing any of such holderSenior Secured Indebtedness have been issued) to establish that such notice has been given by a holder of such Senior Secured Indebtedness or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person person as a holder of Senior Secured Indebtedness to participate in any payment or distribution pursuant to this Article Eight5, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Secured Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person each person under this Article Eight5, and and, if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Issuer or by a holder of Senior Indebtedness or from any trustee therefor or agent thereforrepresentative thereof; and and, prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two one full Business Days Day prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of and premium and other amounts, if any, or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within one full Business Day prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.01, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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, therefor or other representative of, such holderthereof) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee therefor or representative on behalf of any such holderthereof). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right rights of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article EightTwelve. 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 which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article SevenSix, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 1209 at least two Business Days prior to the date upon which which, by the terms of this Indenture Indenture, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of of, premium, if any, or interest on any SecurityNote), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 Notes prior to such application. Nothing contained in this Section 8.06 1209 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03this Article Twelve. 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. . (b) 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 EightTwelve, 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 EightTwelve and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment 108 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article Eight. 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 to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest or Liquidated Damages, if any, on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 con- trary which may be received by it on or after such prior date. Nothing contained in this Section 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 Eight, 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 Eight, 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 to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article EightEleven. 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 which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 11.06 at least two Business Days prior to the date upon which which, by the terms of this Indenture Indenture, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of of, premium, if any, or interest on any SecurityNote), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 Notes prior to such application. Nothing contained in this Section 8.06 11.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03this Article Eleven. 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. . (b) 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 EightEleven, 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 EightEleven and, and if such evidence is not furnishedfurnished to the Trustee, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article Eight. 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 to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 Eight, 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 Eight, 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 Guarantor shall give prompt written notice to the Trustee of any fact known to the Company Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Guarantees. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Guarantees, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Guarantor or by a holder of Senior Indebtedness or from any trustee or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 701, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two five Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security)purpose, then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within five Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 701, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 therefor (or a trustee on behalf of, or other representative of, such holdercreditor in respect of General Obligations) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee therefor (or representative on behalf a creditor in respect of any such holderGeneral Obligations). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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 to a Responsible Officer of the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any, on) or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or other representative of, such holderattorney-in-fact therefor) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee or representative on behalf attorney-in-fact therefor). The Trustee shall immediately notify the Company by telephone of the receipt of any such holdernotice. In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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 or receipt by the Trustee of information reasonably satisfactory to the Trustee evidencing the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightArticle. 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 which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven6, be entitled to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 17.6 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.0317.3. 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 EightArticle, 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 EightArticle, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Notes. Notwithstanding the provisions of this Article Eight. The XI or any other provision of this Indenture, 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 could prohibit the making of any payment to or by the Trustee in respect of the Notes, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof specifically referencing this Article XI from the Company, Company or by a holder of Senior Indebtedness Debt of the Company or from any Representative or trustee or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 8.01, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 8.06 11.10 at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall become money may became payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any SecurityNote), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within three Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 8.01, the right of Trustee and the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee Holders shall be entitled to rely on the delivery Representative for the holders of Senior Debt for the purpose of ascertaining the Persons entitled to it of a written notice by a Person representing himself participate in any payment or itself distribution pursuant 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 holderthis Article XI. In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness Debt of the Company to participate in any payment or distribution pursuant to this Article EightXI, the Trustee may request such each Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt 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 EightXI, and if such evidence is not furnishedfinished, 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 to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightThirteen. 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 which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent thereforrepresentative thereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article SevenSix, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 13.6 at least two Business Days prior to the date upon which which, by the terms of this Indenture Indenture, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of of, premium, if any, or interest on any Security), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 8.06 13.6 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03this Article Thirteen. 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, 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 EightThirteen, 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 EightThirteen and, and if such evidence is not furnishedfurnished to the Trustee, 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 to the Trustee of any fact known to the Company Issuers which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightArticle. 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 which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Companyeach of FV Inc. and Capital, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two one Business Days Day prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys from the Company Issuers 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 EightArticle, 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 EightArticle, 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 to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article EightTen. 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 which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 10.06 at least two Business Days prior to the date upon which which, by the terms of this Indenture Indenture, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of of, premium, if any, or interest on any SecurityNote), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 Notes prior to such application. Nothing contained in this Section 8.06 10.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03this Article Ten. 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. . (b) 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 EightTen, 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 EightTen and, and if such evidence is not furnishedfurnished to the Trustee, 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 to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article EightTwelve. 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 which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article SevenSix, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 1209 at least two Business Days prior to the date upon which which, by the terms of this Indenture Indenture, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of of, premium, if any, or interest on any SecurityNote), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 Notes prior to such application. Nothing contained in this Section 8.06 1209 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03this Article Twelve. 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. 107 (b) 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 EightTwelve, 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 EightTwelve and, and if such evidence is not furnishedfurnished to the Trustee, 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 Success Bancshares shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company which Success Bancshares that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, thereof from Success Bancshares or by a holder of Senior Indebtedness and Subordinated Debt or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, including the payment of the principal of (and premium, if any) or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 6.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness and Subordinated Debt (or a trustee on behalf of, or other representative of, such holderattorney-in-fact therefor) to establish that such notice has been given by a holder of such Senior Indebtedness and Subordinated Debt (or a trustee or representative on behalf of any such holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness and Subordinated Debt to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness and Subordinated 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 Eight, 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.entitled

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness Debt or trustee from any trustee, agent or agent representative therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 5.1, shall be entitled ----------- in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days 11.5 ------------ prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, including without limitation, limitation the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such money and to apply the same to the purpose for which they were received, such money was received and shall not be affected by any notice to the contrary which that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 5.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 Debt (or a trustee on behalf oftrustee, agent or other representative of, such holdertherefor) to establish that such notice has been given by a holder of such Senior Indebtedness Debt (or a trustee trustee, agent or representative on behalf of any such holdertherefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightEleven, the ------- ------ Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightEleven, 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 to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article EightTen. 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 which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 10.06 at least two Business Days prior to the date upon which which, by the terms of this Indenture Indenture, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of of, premium, if any, or interest on any SecurityNote), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 Notes prior to such application. Nothing contained in this Section 8.06 10.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03this Article Ten. The foregoing shall not apply if the Paying Agent is the Company. The Trustee shall be entitled to conclusively 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. . (b) 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 EightTen, 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 EightTen and, and if such evidence is not furnishedfurnished to the Trustee, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent therefor; and prior to representative therefor (whether or not the receipt of any facts contained in such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts existnotice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after within two Business Days prior to such prior date. Nothing contained Section 1311 Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Section 8.06 shall limit Article, the right Trustee, subject to the provisions of Article Six, and the Holders of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee Securities shall be entitled to rely on the delivery to it upon any order or decree entered by any court of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee on behalf ofin bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other representative ofPerson making such payment or distribution, such holder) delivered 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 or to the right Holders of any Person as a holder Securities, for the purpose of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Eight, ascertaining 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 Persons entitled to participate in such payment or distribution distribution, the holders of the Senior Indebtedness and any other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the rights of such Person under this Article Eight, 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 paymentArticle.

Notice to Trustee. The Company Payment of principal or interest on the Notes (and any other amounts payable in respect thereof) are subject to the provisions of Section 2.8(a) and Section 14.2 and the Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes (a "Subordination Event") pursuant to Section 2.8(a) and Section 14.2. For the provisions avoidance of this Article Eight. The Trustee shall not be charged with knowledge doubt, a Subordination Event includes any event or circumstance which would (i) postpone payment of any part of any debt of the existence Issuer which the Central Bank of any event Brazil has authorized to be classified as "Tier II" of default with respect to any Senior Indebtedness the Issuer's patrimônio de referência (reference net worth) under Resolution 2837, or of any other facts which would prohibit the making of (ii) subordinate any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, debt to the Issuer's Other Obligations. Such Notice shall be given by the Issuer to the Trustee shall, subject to Article Seven, be entitled to assume in writing not later than the later of the day that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least is two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of or interest or any other amounts payable in respect thereof on any Security), then, regardless of security) and the day on which such Subordination Event occurs. Notwithstanding anything herein to the contrarycontrary herein, if the Trustee shall not have received such a notice from the Issuer by 10 a.m. New York time on the day upon which any money becomes payable pursuant to the Notes, the Trustee shall have full power and authority to receive any moneys from the Company such money and to apply the same to the purpose for which they were such money was 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 Other Obligations (or a trustee on behalf of, or other representative of, such holdertherefor) to establish that such notice has been given by a holder of such Senior Indebtedness Other Obligations (or a trustee or representative on behalf of any such holdertherefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Other Obligations to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Other 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 EightArticle, 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 to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Issuer or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of and premium, if any or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 7.1, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 holderattorney-in-fact therefor) 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 holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 EightArticle, 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. (i) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the Securities pursuant to Notes. Notwithstanding the provisions of this Article Eight. The 11 or any other provision of this Indenture, 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 to or by the Trustee in respect of the Notes, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys Holders thereof 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 8.06 shall limit the right of the holders a holder of Senior Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to recover payments as contemplated by the timely receipt of any such written notice, the Trustee, subject to the provisions of this Section 8.03. The 11.09, shall be entitled in all respects to assume that no such facts exist. (ii) Subject to the provisions of Section 7.01 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf oftrustee, fiduciary or other representative of, such holderagent therefor) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee trustee, fiduciary or representative agent therefor); PROVIDED, HOWEVER, that failure to give such notice to the Company shall not affect in any way the right of the Trustee to rely on behalf of any such holdernotice. In the event that the Trustee determines in good faith that any 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 Eight11, 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 Eight11, 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 to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes pursuant to the provisions of this Article EightXIV. 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 which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Principal Corporate Trust Office to that effect signed by an a Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article SevenVII, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 14.06 at least two Business Days prior to the date upon which which, by the terms of this Indenture Indenture, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of of, premium, if any, or interest on any SecurityNote), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 date, except for an acceleration of the Notes prior to such application. Nothing contained in this Section 8.06 14.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03this Article XIV. The foregoing shall not apply if the Payment 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. . (b) 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 EightXIV, 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 EightXIV and, and if such evidence is not furnishedfurnished to the Trustee, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightArticle. Failure to give such notice to the Trustee shall not affect the subordination of the Securities to Senior Debt. The Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Indebtedness Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness Debt or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two three Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness Debt to recover payments as contemplated by Section 8.02 or 8.03. 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 Debt (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 Debt 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 Debt to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightArticle, 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. SECTION 8.5.1. Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets or securities referred to in this Article, the Trustee and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or from any trustee therefor (or agent thereforfrom any creditor in respect of General Obligations); and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on on, any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within two Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 601, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. 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 therefor (or a trustee on behalf of, or other representative of, such holdercreditor in respect of General Obligations) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee therefor (or representative on behalf a creditor in respect of any such holderGeneral Obligations). In the event that the Trustee determines in good faith that any 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 EightArticle, 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 person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article EightArticle, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities pursuant to Senior Indebtedness. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing thereof at its the Corporate Trust Office to that effect signed by an Officer of from the Company, Company or by a holder of Senior Indebtedness or from any trustee or agent therefor; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Section 9.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section 8.06 received, at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall such money may become payable for any purpose (including, without limitation, the payment of the principal Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, as the case may be, in respect of or interest on any Security), the notice with respect to such money provided for in this Section 13.10, then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such 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 within three Business Days prior to such prior date. Nothing contained in this Subject to the provisions of Section 8.06 shall limit 9.01, the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee or agent on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee or representative agent on behalf of any such holder). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article EightArticle, 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 person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person person to receive such payment.

Notice to Trustee. The Company and each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or such Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightThirteen. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Guarantor Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office corporate trust office to that effect signed by an Officer of the CompanyCompany or such Guarantor, or by a holder of Guarantor Senior Indebtedness or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, PROVIDED that if the Trustee shall not have received the notice provided for in this Section 8.06 13.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys from the Company any Guarantor 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 8.06 13.06 shall limit the right of the holders of Guarantor Senior Indebtedness to recover payments as contemplated by Section 8.0313.03. 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 Guarantor 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 Guarantor 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 Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article EightThirteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor 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 EightThirteen, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Notes. Notwithstanding the provisions of this Article Eight. The 12 or any other provision of this Indenture, the Trustee shall not at any time 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 to or by the Trustee Trustee, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a from the holder or holders of Senior Indebtedness or from their representative or representatives or from the trustee or agent therefortrustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness have been issued; and and, prior to the receipt of any such written notice, the Trustee shallTrustee, subject to Article Seventhe provisions of Sections 8.01 and 8.02, shall be entitled to assume conclusively that no such facts do not exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely conclusively on the delivery to it of a written notice by a Person person representing himself or itself herself to be a holder of any Senior Indebtedness (or a representative of such holder or the trustee on behalf of, or other representative of, under any indenture pursuant to which any instruments evidencing any of such holderSenior Indebtedness have been issued) 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 further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Eight12, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person each person under this Article Eight12, and and, if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The or any other provision of this Indenture, 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 to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness or trustee from any trustee, agent or agent therefor; and prior to representative therefor (whether or not the receipt of any facts contained in such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts existnotice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two three Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company such monies and to apply the same to the purpose for which they were received, received and shall not be affected by any notice to the contrary which may be received by it on or after within a Responsible Officer of Business Days prior to such prior date. Nothing contained SECTION 1211. Reliance on Judicial Order of Certificate of Liquidating Agent Upon any payment or distribution of assets of the Company referred to in this Section 8.06 shall limit Article, the right Trustee, subject to the provisions of Article Six, and the Holders of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. The Trustee Securities shall be entitled to rely on the delivery to it upon any order or decree entered by any court of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee on behalf ofin bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other representative ofPerson making such payment or distribution, such holder) delivered 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 or to the right Holders of any Person as a holder Securities, for the purpose of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Eight, ascertaining 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 Persons entitled to participate in such payment or distribution distribution, the holders of the Senior Indebtedness and any other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the rights of such Person under this Article Eight, 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 paymentArticle.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Eight. The XII or any other provision of this Indenture, 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 that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, Company or by a holder of Senior Indebtedness Debt of the Company or trustee from any trustee, agent or agent representative therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 12.8 at least two Business Days prior to the date upon which by the terms of this Indenture hereof any moneys shall monies may become payable for any purpose (including, without limitation, the payment of the principal of and premium, if any, on or interest (including any Additional Interest) on any Security), then, regardless of anything herein contained to the contrarycontrary notwithstanding, the Trustee shall have full power and authority to receive any moneys from the Company 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 that may be received by it on or after within two Business Days prior to such prior date. Nothing contained in this Section 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03. . (b) The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself herself to be a holder of any Senior Indebtedness Debt of the Company (or a trustee on behalf oftrustee, agent, representative or other representative of, such holderattorney-in-fact therefor) to establish that such notice has been given by a holder of such Senior Indebtedness Debt of the Company (or a trustee trustee, agent, representative or representative on behalf of any such holderattorney-in-fact therefor). In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt of the Company to participate in any payment or distribution pursuant to this Article EightXII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt 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 EightXII, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee in respect of the Securities of any series pursuant to the provisions or this Article Four or otherwise. Notwithstanding the provisions of this Article Eight. The Four (or any other provision of this Indenture, for all purposes of this Indenture the Trustee shall not be charged with knowledge of the existence of any event Event of default with respect to any Senior Indebtedness Acceleration or Event of Default or of any other facts fact or condition which would prohibit the making of any payment of money to or by the Trustee in respect of Securities of any series pursuant to the provisions of this Article Four or otherwise, unless and until the Trustee shall have received written notice in writing at its Corporate Trust Office to that effect signed by an Officer of thereof from the Company, from the Holders of not less than 25% in aggregate principal amount of Securities of such series at the time outstanding, or by from a holder or holders of Senior Indebtedness or from any indenture trustee therefor, nor shall the Trustee be charged with knowledge of the elimination of the fact or agent therefor; and prior to the receipt of condition preventing any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, unless and until the Trustee shall have full power and authority received an Officers' Certificate to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03effect. The Trustee shall be entitled to rely on and shall be fully protected in acting 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 an indenture trustee on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a an indenture trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that any 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 EightFour, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of or 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 Eight, 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 paymentFour.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit 89 -81- the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightArticle. The Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Indebtedness Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness Debt or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 shall limit the right of the holders of Senior Indebtedness Debt to recover payments as contemplated by Section 8.02 or 8.03. 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 Debt (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 Debt 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 Debt to participate in any payment or distribution pursuant to this Article EightArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightArticle, 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.. 90 -82-

Notice to Trustee. The Company and the Guarantors shall give prompt written notice to the Trustee of any fact known to the Company or the Guarantors which would prohibit the making of any payment to or by the Trustee in respect of the Securities Guarantees pursuant to the provisions of this Article EightTwelve. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Guarantor Senior Indebtedness Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the CompanyCompany or a Guarantor, or by a holder of Guarantor Senior Indebtedness Debt or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 8.06 12.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys from the Company Guarantors 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 8.06 12.06 shall limit the right of the holders of Guarantor Senior Indebtedness Debt to recover payments as contemplated by Section 8.0312.03. 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 Guarantor Senior Indebtedness Debt (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 Guarantor Senior Indebtedness Debt 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 Guarantor Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article EightTwelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness 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 EightTwelve, 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 to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightTen. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Senior Indebtedness Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness Debt or trustee or agent therefor; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 8.06 10.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest or Liquidated Damages, if any, on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 10.06 shall limit the right of the holders of Senior Indebtedness Debt to recover payments as contemplated by Section 8.0310.03. 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 Debt (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 Debt 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 Debt to participate in any payment or distribution pursuant to this Article EightTen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness 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 EightTen, 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 to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article EightEleven. 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 which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Indebtedness or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 11.06 at least two Business Days prior to the date upon which which, by the terms of this Indenture Indenture, any moneys monies shall become payable for any purpose (including, without limitation, the payment of the principal of of, premium, if any, or interest on any Security), then, regardless of notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys 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 8.06 11.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 8.03this Article Eleven. The foregoing shall not apply if the Payment 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 or agent of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative or agent on behalf of any such holder. . (b) 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 EightEleven, 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 80 73 Person under this Article EightEleven and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company (a) A Guarantor shall give prompt written notice to the Trustee of any fact known to the Company which such Guarantor that would prohibit the making of any payment to or by the Trustee in respect of the Securities Note Guarantee of such Guarantor pursuant to the provisions of this Article Eight15. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Guarantor Senior Indebtedness or of any other facts which that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing at its the Corporate Trust Office of the Trustee to that effect signed by an Officer of the Companysuch Guarantor, or by a holder of Guarantor Senior Indebtedness or trustee or agent thereforthereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Seven7, be entitled to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security), then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive 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 8.06 15.06 shall limit the right of the holders of Guarantor Senior Indebtedness to recover payments as contemplated by Section 8.03this Article 15. The Trustee shall be entitled to rely in good faith on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor 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 Guarantor Senior Indebtedness or a trustee or representative on behalf of any such holder. . (b) 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 Indebtedness to participate in any payment or distribution pursuant to this Article Eight15, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor 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 Eight15 and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.