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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice 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 Ten, although 5 or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee Trustee, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a the holder or holders of Senior Debt Indebtedness or a Representative therefor from their representative or representatives or from the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness have been issued; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Sections 9.1 and 9.2, shall be entitled to assume (in the absence of actual knowledge to the contrary) conclusively that no such facts do not exist. The Trustee shall be entitled to rely conclusively on the delivery to it of a written notice by a person representing himself or herself to be a holder of Senior Indebtedness (or a representative of such holder or the trustee under any notice indenture pursuant to this Section 10.07 which any instruments evidencing any of such Senior Indebtedness have been issued) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)representative 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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article Ten5, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 Ten5, and and, if such evidence is not furnished 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 Notes pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the CompanyIssuer, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company Casella shall give prompt written notice to the Trustee of any fact known to the Company Casella 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the CompanyCasella, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice 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 Debentures 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 Debentures pursuant to the provisions of this Article TenArticle, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received at its Corporate Trust Office written notice in writing thereof from the Company, Company or a holder or holders of Senior Indebtedness or from a holder of Senior Debt or a Representative any trustee therefor at least two Business Days prior to such payment date; and, prior to the receipt of any such written notice, the Trustee Trustee, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenArticle, and 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 the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor therefor, together with proof satisfactory to the Trustee of such holding of Senior Debt or of the authority of such Representative, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice 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 Guarantees pursuant to the provisions of this Article TenX, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten X 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 Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee notice in writing from the Company, Company or from a holder of Guarantor Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts existexist (provided that, notwithstanding the foregoing, the Holders of the Guarantees receiving any payments made in contravention of Section 10.2 and/or 10.3 hereof (and the respective such payments) shall otherwise be subject to the provisions of this Article X). The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 10.7 to establish that such notice has been given by a holder of Guarantor Senior Debt (or a trustee Representative thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenX, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person Per- son under this Article TenX, 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 or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Guarantor 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinEleven. Regardless of anything to the contrary contained in this Article Ten Eleven 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 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 from the CompanyCompany or a Guarantor, or from a holder of Guarantor Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenEleven, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior 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 TenEleven, 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 Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt Indebtedness or a Representative therefor from any trustee or other representative therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Sections 7.1 and 7.2, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Sections 7.1 and 7.2, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereoftherefor). 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 Indebtedness to participate in any payment or distribution pursuant to this Article Ten10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 Ten10, 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 Each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company such Guarantor 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinTwelve. Regardless of anything to the contrary contained in this Article Ten 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 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 from the Companya Guarantor, or from a holder of Guarantor Senior Debt or a Representative therefor therefor, together with proof satisfactory to the Trustee of such holding of Guarantor Senior Debt or of the authority of such Representative, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenTwelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenTwelve, 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee notice in writing from the Company, Company or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee Representative thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee 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 Securities Bonds pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on Article. Notwithstanding the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in any other provisions of this Indenture, but subject to section 601, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Bonds pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice in writing thereof from the Company, any Bondholder, any Paying Agent or a holder or holders of Senior Indebtedness or from a holder of Senior Debt or a Representative therefor and, any trustee therefor; and prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself or herself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts fact pertinent to the rights of such Person under this Article Ten, Article; and if such evidence is not furnished furnished, the Trustee may defer any payment or distribution to such Person pending judicial determination as to the right of such Person to receive such paymentpayment or distribution.

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 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 pursuant to the provisions of this Article TenArticle, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received at its Corporate Trust Office written notice in writing thereof from the Company, Company or a holder or holders of Senior Indebtedness or from a holder of Senior Debt or a Representative any trustee therefor at least two Business Days prior to such payment date; and, prior to the receipt of any such written notice, the Trustee Trustee, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 Tenthe Article, and 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 the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice 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 Guarantees pursuant to the provisions of this Article TenX, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten X 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 Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee notice in writing from the Company, Company or from a holder of Guarantor Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts existexist (provided that, notwithstanding the foregoing, the Holders of the Guarantees receiving any payments made in contravention of Section 10.2 and/or 10.3 hereof (and the respective such payments) shall otherwise be subject to the provisions of this Article X). The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 10.7 to establish that such notice has been given by a holder of Guarantor Senior Debt (or a trustee Representative thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenX, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenX, 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 Notes pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice 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 Debentures 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 Debentures pursuant to the provisions of this Article TenArticle, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received at its Corporate Trust Office written notice in writing thereof from the Company, Company or a Holder or Holders of Senior Indebtedness or from a holder of Senior Debt or a Representative any trustee therefor at least two Business Days prior to such payment date; and, prior to the receipt of any such written notice, the Trustee Trustee, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a Holder of Senior Indebtedness (or a trustee on behalf of such Holder) to establish that such notice has been given by a holder Holder of Senior Debt (Indebtedness or a trustee thereof)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 Holder of Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenArticle, and 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 Issuer or the Guarantor shall give prompt written notice to the Trustee of any fact known to the Company Issuer or the Guarantor, as the case may be, 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 Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing thereof from the Company, Issuer or from the Guarantor or a holder of Senior Debt or a Representative therefor from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 5.01, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 5.01, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereoftherefor). 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 to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenArticle, 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 Each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company such Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes or Guarantees pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinThirteen. Regardless of anything to the contrary contained in this Article Ten Thirteen 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 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 from the Companysuch Guarantor, or from a holder of Guarantor Senior Debt or a Representative therefor therefor, together with proof satisfactory to the Trustee of such holding of Guarantor Senior Debt or of the authority of such Representative, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenThirteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenThirteen, 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 such Guarantor 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 TenTwelve, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten 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 Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee notice in writing from the Company, a Guarantor or from a holder of Guarantor Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 12.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenTwelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenTwelve, 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 Notes pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein10. Regardless of anything to the contrary contained in this Article Ten 10 or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt the Credit Agreement 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 from the CompanyIssuer, or from a holder the Representative or any other Senior Creditor, together with proof satisfactory to the Trustee of Senior Debt or a Representative therefor andthe authority of such Representative, provided, that prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt Creditor to participate in any payment or distribution pursuant to this Article Ten10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by Credit Agreement Obligations owed to 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 Ten10, 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 or any of the Senior Subordinated Guarantees. Notwithstanding the provisions of this Article Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities or any of the Senior Subordinated Guarantees, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt or a Representative therefor from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist, provided that nothing in this Section 15.9 shall impair the subordination provisions of this Article Fifteen. The Subject to the provisions of Section 6.1, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt (or a trustee, representative or agent therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereoftrustee, representative or 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 Debt to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenArticle, 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 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 TenArticle, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received at its Corporate Trust Office written notice in writing thereof from the Company, Company or a holder or holders of Senior Indebtedness or from a holder of Senior Debt or a Representative any trustee therefor at least two Business Days prior to such payment date; and, prior to the receipt of any such written notice, the Trustee Trustee, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 Tenthe Article, and 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. 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. SECTION 408.

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 Securities; provided, that, any failure or failures to the provisions of this Article Ten, although any delay or failure to give any provide such notice notices shall have no effect on the subordination provisions contained hereinof Article XII. Regardless Notwithstanding the provisions of anything to the contrary contained in this Article Ten or elsewhere in any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt Indebtedness or from a Representative therefor therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled Trustee, subject to assume (the provisions of Section 601 and in the absence of actual knowledge to the contrary) , shall be entitled in all respects to assume that no such facts exist. The Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or Representative therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereofRepresentative 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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenArticle, 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 Issuer or the Guarantor shall give prompt written notice to the Trustee of any fact known to the Company Issuer or the Guarantor, as the case may be, 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 Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing thereof from the Company, Issuer or from the Guarantor or a holder of Senior Debt or a Representative therefor from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 5.01, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 5.01, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereoftherefor). 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 to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenArticle, 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 the provisions of this Article TenX, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten X or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 10.7 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereofRepresentative therefor). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article TenX, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenX, 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. Notwithstanding the provisions of this Article 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 to or by the Trustee in respect of the Securities pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default series, or event of default with respect to any Senior Debt or the taking of any other facts which would prohibit the making of any payment to or action by the Trustee Trustee, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee written notice in writing thereof from the Company, Corporation or from a holder of Senior Debt Indebtedness or a Representative therefor from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereoftherefor). 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 Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenArticle, 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 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the CompanyIssuer, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in 117 the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereofRepresentative therefor). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company or the Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or the Guarantor, as the case may be, 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 Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have have, at least three (3) business days prior to the date upon which such payment would otherwise be due and payable, received written notice in writing thereof from the Company, Company or from the Guarantor or a holder of Senior Debt or a Representative therefor from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereoftherefor). 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 to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenArticle, 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 Tenthe Intercreditor Agreement, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinin the Intercreditor Agreement. Regardless of anything to the contrary contained in this Article Ten X or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the CompanyIssuers, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 10.3 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Tenthe Intercreditor Agreement, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Tenthe Intercreditor Agreement, 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 Ten, although 5 or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this First Supplemental Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee Trustee, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a the holder or holders of Senior Debt Indebtedness or a from their Representative therefor or Representatives; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Sections 7.01 and 7.02 of the Indenture, shall be entitled to assume (in the absence of actual knowledge to the contrary) conclusively that no such facts exist. The Trustee shall be entitled to conclusively rely on the delivery to it of any a written notice pursuant by a person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a Representative of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)Representative 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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article Ten5, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 Ten5, and if such evidence is not furnished 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 Debentures. Notwithstanding the provisions of this Article Ten, although or any delay or failure to give any such notice shall have no effect on other provision of the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Debentures, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt or a Representative therefor from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601 of the Base Indenture, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 601 of the Base Indenture, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereoftherefor). 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 to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenArticle, 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 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 Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Perpetual Subordinated Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing thereof from the Company, Issuer or a Holder of Senior Indebtedness or from a holder of Senior Debt or a Representative therefor any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 5.01, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 5.01, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereoftherefor). 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 Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenArticle, 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 or a Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities Guarantee pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinXIV. Regardless of anything to the contrary contained in this Article Ten XIV 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 Subsidiary Senior 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 from the CompanyCompany or a Subsidiary Guarantor, or from a holder of Subsidiary Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). 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 Subsidiary Senior Debt to participate in any payment or distribution pursuant to this Article TenXIV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Subsidiary 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 TenXIV, 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 or the Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities Guarantee pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinXIV. Regardless of anything to the contrary contained in this Article Ten XIV 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 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 from the CompanyCompany or the Subsidiary Guarantor, or from a holder of Guarantor Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenXIV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenXIV, 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 Co-Issuer shall give prompt written notice to the Trustee of any fact known to the Company such Co-Issuer 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Companyany Co-Issuer, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice 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 Notes, provided that failure to notify will not affect the subordination provisions set forth herein. Notwithstanding the provisions of this Article Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Notes, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt or a Representative from any trustee therefor at its Corporate Trust Office; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereoftherefor). 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 to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenArticle, 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 Notes. Notwithstanding the provisions of this Article Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Notes, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt Indebtedness or a Representative therefor from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 6.01, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist; provided that nothing in this -------- Section 14.09 shall impair the subordination provisions of this Article XIV. The Subject to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee, representative or agent therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereoftrustee, representative or 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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenArticle, 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. (a) 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 Ten, although 11 or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Notes, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt Indebtedness or a Representative therefor from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 11.09, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant to this Section 10.07 the Trustee and the Company by a Person representing itself to be a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereoftrustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that any further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article Ten11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 Ten11, 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 Notes pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt 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 from the Company, or from a holder of Senior Debt Indebtedness or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other 109 -101- 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 from the Company, or from a holder of Senior Debt or a Representative therefor therefor, together with proof satisfactory to the Trustee of such holding of Senior Debt or of the authority of such Representative, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice 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 Ten11, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinof this Article 11. Regardless of anything to the contrary contained in this Article Ten 11 or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee ; provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 11.02 and/or Section 11.03 shall otherwise be entitled subject to rely on the delivery to it provisions of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof)Article 11. In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten11, 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 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 such Guarantor 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 TenXII, although any delay or 100 failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten XII 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 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 from the Companya Guarantor, or from a holder of Guarantor Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 12.7 to establish that such notice has been given by a holder of Guarantor Senior Debt (or a trustee thereofRepresentative therefor). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenXII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenXII, 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 or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Guarantor 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinEleven. Regardless of anything to the contrary contained in this Article Ten Eleven or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt 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 from the CompanyCompany or a Guarantor, or from a holder of Senior Debt Indebtedness or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right 116 -108- of any Person person as a holder of Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenEleven, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt 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 TenEleven, 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 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 Ten, although 12 or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing thereof from the Company, or from a holder of Senior Debt Indebtedness or a Representative therefor from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to conclusively rely on the delivery to it of any a written notice pursuant by a person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereoftherefor). 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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article Ten12, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 Ten12, 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 and any coupons appertaining thereto. Failure to give such notice shall not affect the subordination of the Securities to Senior Indebtedness. Notwithstanding the provisions of this Article Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor and, prior Subject to the receipt provisions of any such written noticeSection 601, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereofon 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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenArticle, 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 and to any Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Securities Notes pursuant to the provisions of this Article Ten, although ‎Article 13. Notwithstanding the provisions of this ‎Article 13 or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Notes pursuant to the provisions of this ‎Article 13, unless and until a Responsible Officer of the Trustee shall have received written notice in writing thereof at the Corporate Trust Office from the Company, Company or from a holder or holders of Senior the RIPA Debt or a Representative therefor andfrom any trustee, prior to agent or representative thereof; and before the receipt of any such written notice, the Trustee shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. exist The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of the RIPA Debt (or a trustee, agent or representative on behalf of such holder) to establish that such notice has been given by a holder of Senior the RIPA Debt (or a trustee thereof)trustee, agent or representative on behalf of any such holder or holders. 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 the RIPA Debt to participate in any payment or distribution pursuant to this Article Ten‎Article 13, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior the RIPA 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 Ten‎Article 13, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the CompanyIssuers, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee Representative thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company or any Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities Note Guarantees pursuant to the provisions of this Article Ten, although XII but the failure of the Company to so notify the Trustee shall not relieve the Trustee or any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinHolder from its obligations under this Article. Regardless of anything to the contrary contained in this Article Ten XII 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 Debt 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 from the CompanyCompany or a Subsidiary Guarantor, or from a holder of Guarantor Senior Debt Indebtedness or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenXII, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt 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 TenXII, 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 Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing thereof from the Company, Issuer or from a holder of Senior Debt Indebtedness or a Representative therefor andfrom any trustee, prior agent or representative therefor. Subject to the receipt provisions of any such written noticeSection 7.1, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee or attorney-in-fact therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereofor attorney-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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenArticle, 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 the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative Represen tative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge by a Responsible Officer to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee Representative thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company 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 Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Subordinated Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing thereof from the Company, Issuer or a Holder of Senior Indebtedness or from a holder of Senior Debt or a Representative therefor any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 5.01, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 5.01, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereoftherefor). 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 Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenArticle, 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 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the CompanyIssuer, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice 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 Notes, provided that failure to notify will not affect the subordination provisions set forth herein. Notwithstanding the provisions of this Article Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Notes, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt or a Representative from any trustee therefor at its Corporate Trust Office; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereoftherefor). In the event that the Trustee determines in good faith that any further evidence is required -115- with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenArticle, 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 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 pursuant to the provisions of this Article Ten10, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten 10 or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the CompanyIssuer, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten10, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten10, 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 Notes pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor therefore, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts existexist (PROVIDED that, notwithstanding the foregoing, the Holders of the Notes receiving any payments made in contravention of Section 10.02 and/or 10.03 (and the respective such payments) shall otherwise be subject to the provision of the first sentence of Section 10.02(a) and Section 10.03). The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereofRepresentative 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 Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice 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 Ten, although 5 or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee Trustee, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a the holder or holders of Senior Debt Secured Indebtedness or a Representative therefor from their representative or representatives or from the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Secured Indebtedness have been issued; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Sections 9.1 and 9.2, shall be entitled to assume (in the absence of actual knowledge to the contrary) conclusively that no such facts do not exist. The Trustee shall be entitled to rely conclusively on the delivery to it of a written notice by a person representing himself or herself to be a holder of Senior Secured Indebtedness (or a representative of such holder or the trustee under any notice indenture pursuant to this Section 10.07 which any instruments evidencing any of such Senior Secured Indebtedness have been issued) to establish that such notice has been given by a holder of Senior Debt (Secured Indebtedness or a trustee thereof)representative 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 Debt Secured Indebtedness to participate in any payment or distribution pursuant to this Article Ten5, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 Ten5, and and, if such evidence is not furnished 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 Ten, although 5 or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee Trustee, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a the holder or holders of Senior Debt Indebtedness or a from their Representative therefor or Representatives; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Sections 9.1 and 9.2, shall be entitled to assume (in the absence of actual knowledge to the contrary) conclusively that no such facts exist. This provision shall not affect the obligations of the Holders under Sections 5.2, 5.5 or elsewhere in this Indenture. The Trustee shall be entitled to conclusively rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a Representative of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)Representative 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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article Ten5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 each Person under this Article Ten5, 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 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 Subordinated Notes. Notwithstanding the provisions of this Article Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Subordinated Notes, unless and until the Trustee shall have received written notice in writing thereof from the Company, Issuer or from a holder of Senior Debt or a Representative therefor from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 5.01, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 5.01, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereoftherefor). 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 to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenArticle, 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 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 Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt Indebtedness or a Representative therefor from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereoftherefor). 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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenArticle, 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 Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt Indebtedness or a Representative from any trustee therefor or from any Entitled Persons in respect of Other Financial Obligations; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee therefor) or an Entitled Person in respect of Other Financial Obligations to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereof)therefor) or an Entitled Person in respect of Other 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 Debt Indebtedness or an Entitled Person in respect of Other Financial Obligations to participate in any payment or distribution pursuant to this Article TenArticle, 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 amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.Senior

Notice to Trustee. The Company Guarantors shall give prompt written notice to the Trustee of any fact known to the Company Guarantors which would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes and the Guarantees pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinTwelve. Regardless of anything to the contrary contained in this Article Ten 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 Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee a Trust officer shall have received notice in writing from the CompanyGuarantors, or from a holder of Guarantor Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenTwelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenTwelve, 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 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 money to or by the Trustee in respect of the Securities pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on Article. Notwithstanding the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article, unless and until a responsible officer of the Trustee shall have received at its Corporate Trust Office written notice in writing thereof from the Company, Company or a holder or holders of Senior Indebtedness or from a holder of Senior Debt or a Representative therefor any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.by

Notice to Trustee. The Company Each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company 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 TenThirteen, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten Thirteen 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 Debt 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 from the Companysuch Guarantor, or from a holder of Guarantor Senior Debt Indebtedness or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee ; provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 13.02 and/or Section 13.03 shall otherwise be entitled subject to rely on the delivery to it provisions of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof)Article Thirteen. In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenThirteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt 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 TenEleven, 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 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 Debentures, but failure to give such notice shall not affect the subordination provided in this Article XI of the Debentures to Senior Indebtedness. Notwithstanding the provisions of this Article Ten, although XI or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee Trustee, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a the holder or holders of Senior Debt Indebtedness or a from their Representative therefor or Representatives; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled to assume (in the absence of actual knowledge to the contrary) conclusively that no such facts exist. The Trustee shall be entitled to conclusively rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a Representative of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)Representative 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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenXI, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 each Person under this Article TenXI, 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 or distribution to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt Indebtedness or a Representative from any trustee therefor or from any Entitled Persons in respect of Other Financial Obligations, and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee therefor) or an Entitled Person in respect of Other Financial Obligations to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereof)therefor) or an Entitled Person in respect of Other 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 Debt Indebtedness or an Entitled Person in respect of Other Financial Obligations to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenArticle, and if such evidence is not furnished furnished, the Trustee may defer any payment or distribution 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein5. Regardless of anything to the contrary contained in this Article Ten 5 or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing referencing this Indenture and the Securities from the Company, or from a holder of Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge of a Responsible Officer to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten5, 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 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 Ten, although any delay or but the failure to give any such notice shall have no effect on not affect the subordination provisions contained hereinof the Notes to the Senior Debt as provided in this Article 10. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person person as a holder of Senior Debt (other than Indebtedness under the Credit Agreement) to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt (other than Indebtedness under the Credit Agreement) 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 TenTen and, and if such evidence is not furnished 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 Notes pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor therefore, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts existexist (PROVIDED that, notwithstanding the foregoing, the Holders of the Notes receiving any payments made in contravention of Section 10.02 and/or 10.03 (and the respective such payments shall otherwise be subject to the provision of the first sentence of Section 10.03). The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereofRepresentative therefore). 74 In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company Each Issuer shall give prompt written notice to the Trustee of any fact known to the Company such 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Companyan Issuer, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 10.7 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company Issuer or the Guarantor shall give prompt written notice to the Trustee of any fact known to the Company Issuer or the Guarantor, as the case may be, 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 Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice in writing thereof from the Company, Issuer or from the Guarantor or a holder of Senior Debt or a Representative therefor Debt; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 5.01, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 5.01, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof)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 as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenArticle, 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 Each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company such Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes or the Guarantees pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinThirteen. Regardless of anything to the contrary contained in this Article Ten Thirteen 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 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 from the Companysuch Guarantor, or from a holder of Guarantor Senior Debt or a Representative therefor therefor, together with proof satisfactory to the Trustee of such holding of Guarantor Senior Debt or of the authority of such Representative, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenThirteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenThirteen, 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 Notes pursuant to the provisions of this Article TenX, although but the failure of the Company to so notify the Trustee shall not relieve the Trustee or any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinHolder from its obligations under this Article. Regardless of anything to the contrary contained in this Article Ten X or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt 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 from the Company, or from a holder of Senior Debt Indebtedness or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenX, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt 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 TenX and, and if such evidence is not furnished 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 Guarantors shall give prompt written notice to the Trustee of any fact known to the Company Guarantors which would prohibit the making of any payment to or by the Trustee in respect of the Securities Notes and the Guarantees pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinTwelve. Regardless of anything to the contrary contained in this Article Ten 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 Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee a Trust Officer shall have received notice in writing from the CompanyGuarantors, or from a holder of Guarantor Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge by a Trust Officer to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in partici- pate xx any payment or distribution pursuant to this Article TenTwelve, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenTwelve, 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 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 such Guarantor 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 Ten12, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten 12 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 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 from the Companysuch Guarantor, or from a holder of Guarantor Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee ; provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 12.02 and/or Section 12.03 shall otherwise be entitled subject to rely on the delivery to it provisions of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof)Article 12. In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article Ten12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten12, 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 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 or distribution to or by the Trustee in respect of the Securities pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinTwelve. Regardless of anything to the contrary contained in this Article Ten 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 Senior Debt or Guarantor Senior Debt or of any other facts which would prohibit the making of any payment or distribution to or by the Trustee unless and until the Trustee shall have received notice in writing referencing this Indenture and the Notes from the Company, or from a holder of Senior Debt or Guarantor Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge of a Responsible Officer to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt or Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenTwelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt or Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenTwelve, 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 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 Notes pursuant to the provisions of this Article TenX, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten X or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the CompanyIssuer, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 10.7 to establish that such notice has been given by a holder of Senior Debt (or a trustee Trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article TenX, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenX, 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 Notes 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 Notes pursuant to the provisions of this Article TenArticle, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received at its Corporate Trust Office written notice in writing thereof from the Company, Company or a Holder or Holders of Senior Indebtedness or from a holder of Senior Debt or a Representative any trustee therefor at least two Business Days prior to such payment date; and, prior to the receipt of any such written notice, the Trustee Trustee, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a Holder of Senior Indebtedness (or a trustee on behalf of such Holder) to establish that such notice has been given by a holder Holder of Senior Debt (Indebtedness or a trustee thereof)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 Holder of Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 Tenthe Article, and 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 or any Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Subsidiary Guarantor 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinXII. Regardless of anything to the contrary contained in this Article Ten XII 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 Debt 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 from the CompanyCompany or a Subsidiary Guarantor, or from a holder of Guarantor Senior Debt Indebtedness or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenXII, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt 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 TenXII, 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 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 Tenthe Intercreditor Agreement, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinin the Intercreditor Agreement. Regardless of anything to the contrary contained in this Article Ten X or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the CompanyIssuers, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 10.3 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Tenthe Intercreditor Agreement, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Tenthe Intercreditor Agreement, 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.. Table of Contents Exhibit T3C

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 or distribution to or by the Trustee in respect of the Securities pursuant to Securities. Notwithstanding the provisions of this Article Ten, although Thirteen or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment or distribution 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 thereof from the Company, Company or from a holder of Senior Debt Indebtedness or a Representative therefor from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereoftherefor). 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 Indebtedness to participate in any payment or distribution pursuant to this Article TenThirteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenThirteen, and if such evidence is not furnished furnished, the Trustee may defer any payment or distribution 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 accordance with Section 1.05 of this Indenture 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 Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt or a Representative therefor from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 6.01, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereoftherefor). 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 to participate in any payment or distribution pursuant to this Article TenXIV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenXIV, 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 the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trust Officer of the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt Indebtedness or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Securities pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinTwelve. Regardless of anything to the contrary contained in this Article Ten 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 Senior Debt or Guarantor Senior Debt or of any other facts which would prohibit the making of any payment or distribution to or by the Trustee unless and until the Trustee shall have received notice in writing referencing this Indenture and the Notes from the Company, or from a holder of Senior Debt or Guarantor Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge of a Responsible Officer to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right 161 -151- of any Person as a holder of Senior Debt or Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenTwelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt or Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenTwelve, 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 person to receive such payment.

Notice to Trustee. The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Guarantor 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 TenEleven, although any delay or but the failure to give any such notice shall have no effect on not affect the subordination provisions contained hereinof the Guarantees to the Guarantor Senior Debt as provided in this Article 11. Regardless of anything to the contrary contained in this Article Ten Eleven 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 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 from the CompanyCompany or a Guarantor, or from a holder of Guarantor Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt (other than Indebtedness under the Credit Agreement) to participate in any payment or distribution pursuant to this Article TenEleven, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt (other than Indebtedness under the Credit Agreement) 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 TenEleven, 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 Notes or any of the Senior Subordinated Guarantees. Notwithstanding the provisions of this Article Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Notes or any of the Senior Subordinated Guarantees, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt or a Representative therefor Guarantor Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt or Guarantor Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt or Guarantor Senior Debt (or a trustee thereoftherefor). 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 Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt or Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenArticle, 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 or any of the Senior Subordinated Guarantees. Notwithstanding the provisions of this Article Ten, although or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities or any of the Senior Subordinated Guarantees, unless and until the Trustee shall have received written notice in writing thereof from the Company, Company or from a holder of Senior Debt or a Representative therefor from any trustee therefor; and, prior to the receipt of any such -101- 110 written notice, the Trustee Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist, provided that nothing in this Section 15.9 shall impair the subordination provisions of this Article Fourteen. The Subject to the provisions of Section 6.1, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt (or a trustee, representative or agent therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereoftrustee, representative or 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 Debt to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenArticle, 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 or any Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Subsidiary Guarantor 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinEleven. Regardless of anything to the contrary contained in this Article Ten Eleven 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 Debt 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 from the CompanyCompany or a Subsidiary Guarantor, or from a holder of Guarantor Senior Debt Indebtedness or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenEleven, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt 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 TenEleven, 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 or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Guarantor 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinEleven. Regardless of anything to the contrary contained in this Article Ten Eleven 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 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 from the CompanyCompany or a Guarantor, or from a holder of Guarantor Senior Debt or a Representative therefor therefor, and, prior to the receipt of any 102 -95- such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenEleven, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior 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 TenEleven, 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 Notes pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor therefor, together with proof satisfactory to the Trustee of such holding of Senior Debt or of the authority of such Representative, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any 284 -104- other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice 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 Ten, although 12 or any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless other provision of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee Trustee, unless and until a Trust Officer of the Trustee shall have received written notice in writing thereof from the Company, Company or from a the holder or holders of Senior Debt Indebtedness or a Representative therefor from their representative or representatives or from the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness have been issued; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Sections 8.1 and 8.2, shall be entitled to assume (in the absence of actual knowledge to the contrary) conclusively that no such facts do not exist. The Trustee shall be entitled to rely conclusively on the delivery to it of a written notice by a person representing himself or herself to be a holder of Senior Indebtedness (or a representative of such holder or the trustee under any notice indenture pursuant to this Section 10.07 which any instruments evidencing any of such Senior Indebtedness have been issued) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)representative 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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article Ten12, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 Ten12, and and, if such evidence is not furnished 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 or any Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee 91 in respect of the Securities Guarantees pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinEleven. Regardless of anything to the contrary contained in this Article Ten Eleven 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 Debt 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 from the CompanyCompany or a Subsidiary Guarantor, or from a holder of Guarantor Senior Debt Indebtedness or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenEleven, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt 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 TenEleven, 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 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 TenArticle, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received at its Corporate Trust Office written notice in writing thereof from the Company, Company or a holder or holders of Senior Indebtedness or from a holder of Senior Debt or a Representative any trustee therefor at least two Business Days prior to such payment date; and, prior to the receipt of any such written notice, the Trustee Trustee, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 Tenthe Article, and 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 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 Securities pursuant to the provisions of this Article. Notwithstanding the provisions of this Article 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 to or by the Trustee in respect of the Securities pursuant to the provisions of this Article TenArticle, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received at its Corporate Trust Office written notice in writing thereof from the Company, Company or a holder or holders of Senior Indebtedness or from a holder of Senior Debt or a Representative any trustee therefor at least two Business Days prior to such payment date; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 TenArticle, and 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 a Responsible Officer of the Trustee of any fact known to the Company 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 TenFifteen. Notwithstanding the provisions of this Article Fifteen or any other provision of this Indenture, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of Notwithstanding anything to the contrary contained in this Article Ten hereinbefore set forth, nothing shall prevent any payment by the Company or elsewhere in this Indenture, the Trustee shall not be charged to the Securityholders of monies in connection with knowledge a redemption of the existence Securities if (i) notice of any default such redemption has been given pursuant to Article Eleven or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor and, Section 401 hereof prior to the receipt of any such written notice, by the Trustee shall be entitled to assume of written notice as aforesaid, and (in ii) such notice of redemption is given not earlier than 60 days before the absence of actual knowledge redemption date. The Trustee, subject to the contrary) that no such facts exist. The Trustee provisions of Section 601, shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof)on behalf of any such holder or holders. 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 to participate in any payment or distribution pursuant to this Article TenFifteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenFifteen, 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 TenEleven, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinof this Article Eleven. Regardless of anything to the contrary contained in this Article Ten Eleven or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt 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 from the Company, or from a holder of Senior Debt Indebtedness or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee ; provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 11.02 and/or Section 11.03 shall otherwise be entitled subject to rely on the delivery to it provisions of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof)Article Eleven. In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenEleven, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Senior Debt 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 TenEleven, 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 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 such Guarantor 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinTwelve. Regardless of anything to the contrary contained in this Article Ten 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 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 from the Companya Guarantor, or from a holder of Guarantor Senior Debt or a Representative therefor -107- therefor, together with proof satisfactory to the Trustee of such holding of Guarantor Senior Debt or of the authority of such Representative, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenTwelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article TenTwelve, 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 or any Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Subsidiary Guarantor 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 Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained hereinEleven. Regardless of anything to the contrary contained in this Article Ten Eleven 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 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 from the CompanyCompany or a Subsidiary Guarantor, or from a holder of Guarantor Senior Debt or a Representative therefor therefor, and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof). In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article TenEleven, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior 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 TenEleven, 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 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 TenArticle, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received at its Corporate Trust Office written notice in writing thereof from the Company, Company or a holder or holders of Senior Indebtedness or from a holder of Senior Debt or a Representative any trustee therefor at least two Business Days prior to such payment date; and, prior to the receipt of any such written notice, the Trustee Trustee, shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of any a written notice pursuant by a Person representing himself to this Section 10.07 be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee thereof)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 Debt Indebtedness to participate in any payment or distribution pursuant to this Article TenArticle, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts amount of Senior Debt 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 Tenthe Article, and 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. 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 14 13 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. SECTION 408.