Common use of Rights of Trustee and Paying Agent Clause in Contracts

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10. The Company, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 1012, the Trustee or Paying Agent shall continue to make payments on the Notes any Guarantee, and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee Trustee, unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 1012. The Company, Holdings or the relevant Guarantor, a Representative or a holder of Senior Debt of Holdings or such Guarantor (as the Company case may be) shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of Holdings or any Guarantor (as the Company case may be) has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee Trustee, in its individual or any other capacity capacity, shall be entitled to hold Senior Debt of the Company Holdings or any Guarantor with the same rights it would have if it were not the Trustee. The Registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Senior Debt of the Company Holdings or any Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 12 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company Holdings or a Guarantor or otherwise.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding anything in this Article 10Section 1503, the Trustee or Paying Agent shall may continue to make payments on the Notes pursuant to such Subsidiary Guarantee and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10XV. The Company, a Subsidiary Guarantor, the Note Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt Indebtedness of the Company shall be entitled to a Subsidiary Guarantor may give the notice; provided, however, that, if an issue of Senior Debt Indebtedness of the Company a Subsidiary Guarantor has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness of a Subsidiary Guarantor (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such dateRepresentative thereof. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee Trustee, in its individual or any other capacity shall be entitled to capacity, may hold Senior Debt Indebtedness of the Company a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Note Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 XV with respect to any Senior Debt Indebtedness of the Company a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness of such Senior DebtSubsidiary Guarantor; and nothing in Article 7 VII shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 XV shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise707.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 12.03, the Trustee or any Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilunless, not less than two three Business Days prior to the date of such payment, a Responsible Trust Officer at the Corporate Trust Office of the Trustee receives written notice satisfactory to it the Trustee that such payments are prohibited by may not be made under this Article 10. The Company12; and, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if a Trust Officer of the Trustee shall not have received received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of principal, premium, if any, and interest, the redemption price or the Change of Control Payment, as the case may be, in respect of any Note), the notice with respect to such money provided for in this Section 12.09 then, anything herein contained to the preceding sentencecontrary notwithstanding, the Trustee shall have full power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on or after within three Business Days prior to such date. The foregoing Holdings, a Holdings Representative, a holder of Holdings Senior Indebtedness or any trustee of or agent thereof shall not apply be entitled to any Affiliate give the notice; provided, however, that, if an issue of Holdings Senior Indebtedness has a Holdings Representative, only the Company acting as Paying AgentHoldings Representative shall be entitled to give the notice. The Trustee in its individual or any other capacity shall be entitled to hold Holdings Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Holdings Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Holdings Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 12 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10XV or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the paying agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least three Business Days prior to the date of such paymentpayment written notice of facts that would cause the payment of any principal, premium, if any, and interest with respect to the Notes to violate this Article XV. Only the Company or a Responsible Officer of Representative may give the notice. Nothing in this Article XV shall impair the claims of, or payments to, the Trustee receives under or pursuant to Section 7.6 hereof. The Trustee shall be entitled to rely on the delivery to it of a written notice satisfactory by a person representing such person to it that such payments are prohibited by this Article 10. The Company, a Representative or be a holder of Senior Debt Indebtedness (or a trustee or agent on behalf of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has Indebtedness (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt trustee or agent on behalf of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee shall be entitled in all respects conclusively may request such person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the preceding sentencerights of such person under this Article XV, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar Any paying agent, any authenticating agent, any conversion agent, any Note registrar and the Paying Agent shall be entitled to their successors may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. The Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Notes. Failure to give such notice shall not affect the subordination of the Notes to Senior Indebtedness of the Company. Notwithstanding anything in this Article 10Section 1403, the Trustee or Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10XIV. The Company, the Note Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentRepresentative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not the Trustee. The Note Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 XIV with respect to any Senior Debt of the Company which Indebtedness that may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 VII shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 XIV shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise707.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 12.03, the Trustee or any Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilunless, not less than two three Business Days prior to the date of such payment, a Responsible Trust Officer at the Corporate Trust Office of the Trustee receives written notice satisfactory to it him that such payments are prohibited by may not be made under this Article 10. The Company12; and, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if a Trust Officer of the Trustee shall not have received received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of principal, premium, if any, and interest, the redemption price or the Change of Control Payment, as the case may be, in respect of any Note), the notice with respect to such money provided for in this Section 12.09 then, anything herein contained to the preceding sentencecontrary notwithstanding, the Trustee shall have full power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on or after within three Business Days prior to such date. The foregoing Holdings, a Holdings Representative, a holder of Holdings Senior Indebtedness or any trustee of or agent thereof shall not apply be entitled to any Affiliate give the notice; provided, however, that, if an issue of Holdings Senior Indebtedness has a Holdings Representative, only the Company acting as Paying AgentHoldings Representative shall be entitled to give the notice. The Trustee in its individual or any other capacity shall be entitled to hold Holdings Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Holdings Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Holdings Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 12 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything The Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities, but failure to give such notice shall not affect the subordination of the Securities to the Senior Indebtedness provided in this Article 10X and shall not result in any default or event of default under this Indenture or the Securities. Notwithstanding Section 10.3, the Trustee or Paying Agent shall may continue to make payments on pay the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of any such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. X. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness or Guarantor Senior Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company Indebtedness or Guarantor Senior Indebtedness has a Representative, only the Representative may give the notice. Nothing in this Section 10.9 is intended to or shall relieve any Securityholder from the obligations imposed under this Article X with respect to monies or other distributions received in violation of the provisions hereof. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentRepresentative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness or Guarantor Senior Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 X with respect to any Senior Debt of the Company Indebtedness or Guarantor Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness or Guarantor Senior Indebtedness; and nothing in Article 7 VII shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 X shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.7.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 14.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it him that such payments are prohibited by may not be made under this Article 10Fourteen. The CompanyIssuer, the Note Registrar, the Paying Agent, a Representative or a holder of Senior Debt Designated First Lien Indebtedness of the Company Issuers shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt Designated First Lien Indebtedness of the Company Issuers has a Representative, only the such Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt Designated First Lien Indebtedness of the Company Issuers with the same rights it would have if it were not Trustee. The Note Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 Fourteen with respect to any Senior Debt Designated First Lien Indebtedness of the Company Issuers which may at any time be held by it, to the same extent as any other holder of such Senior Debt; Designated First Lien Indebtedness, and nothing in Article 7 Five shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 Fourteen shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each 607 hereof or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10III or any other provision of this Indenture, neither the Trustee or nor any Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 which would prohibit the making of any payments payment or distribution to or by the Trustee unless or such Paying Agent in respect of the Debentures, or the taking of any action by the Trustee or such Paying Agent, and untilthe Trustee or such Paying Agent may continue to make payments on the Debentures unless, not less in the case of the Trustee, and in the case of such Paying Agent as long as the Trustee is such Paying Agent, a Responsible Officer shall have received at the Corporate Trust Office of the Trustee, and in the case of a Paying Agent other than the Trustee, it shall have received, in each case at least two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10. The Company, a Representative of facts from the Company or a holder of Senior Debt of Indebtedness that would cause any such payment with respect to the Company shall be entitled Debentures to give the notice; providedviolate this Article III and, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee or the Paying Agent, as the case may be, shall be entitled in all respects conclusively to presume assume that no such fact existsfacts exist. Unless The Trustee or any Paying Agent, as applicable, shall promptly provide a copy of such notice to the Trustee Holders. Nothing in this Article III shall have received limit the notice provided for right of the holders of Senior Indebtedness to recover payments as contemplated elsewhere in this Article III or impair the preceding sentenceclaims of, or payments to, the Trustee shall have full power and authority under or pursuant to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate Section 6.7 of the Company acting as Paying AgentBase Indenture. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not TrusteeTrustee subject to Trust Indenture Act Sections 310(b) and 311. The Registrar and Any Paying Agent may do the same. Subject to the provisions of Section 6.1 of the Base Indenture, the Trustee or the Paying Agent Agent, as the case may be, shall be entitled to do conclusively rely on the same with like rightsdelivery to it of a written notice by a person representing himself to be a holder of Senior Indebtedness (or a trustee or agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee or agent on behalf of any such holder). The In the event that the Trustee shall be entitled to all or the rights set forth Paying Agent determines in this Article 10 good faith that 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 III, the Trustee or the Paying Agent may request such person to furnish evidence to the reasonable satisfaction of the Company which may at any time be Trustee or the Paying Agent as to the amount of Senior Indebtedness held by itsuch person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the same extent as any other holder rights of such Senior Debt; person under this Article III, and nothing in Article 7 shall deprive if such evidence is not furnished, the Trustee or the Paying Agent may defer any payment which it may be required to make for the benefit of any of its rights as such holder. Notwithstanding anything in this Article 10 person pursuant to the contrary, all amounts owed terms of this Indenture pending judicial determination as to the Trustee (including amounts owed pursuant rights of such person to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisereceive such payment.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10---------------------------------- Section 10.03, the Trustee or Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. X. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to may give the notice; provided, however, that, if an issue of Senior Debt of the Company has a -------- ------- Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate Senior Debt of the Company acting as Paying Agent(or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Debt of the Company or Representative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 X with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior DebtDebt of the Company; and nothing in Article 7 VII shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 X shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10XI or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee may continue to make payments on the Convertible Notes, unless and until, not less than a Trust Officer shall have received at least two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment or distribution written notice satisfactory of facts that would cause such payment or distribution with respect to it that such payments are prohibited by the Convertible Notes to violate this Article 10XI. The Company, Only the Company or a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to may give the notice. Prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received received, at least two Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of principal of or interest or premium, if any, on or any other amounts due on the Convertible Notes (including without limitation the making of a deposit pursuant to Section 4.06)), the notice with respect to such money provided for in this Section 11.11, then, anything herein contained to the preceding sentencecontrary notwithstanding, the Trustee shall have full power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on or after within two Business Days prior to such date. The foregoing Subject to the provisions of Section 7.01, the Trustee shall not apply be entitled to conclusively rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Debt or a Representative of any Affiliate such holder to establish that such notice has been given by a holder of Senior Debt or a Representative of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article XI, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Company acting Trustee as Paying Agentto the amount of Senior Debt held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XI, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person to receive such payment. Nothing in this Article XI shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Subordinated Securities. Failure to give such notice shall not affect the subordination of the Subordinated Securities to Senior Indebtedness. Notwithstanding anything in this Article 10Sections 10.02 and 10.03, the Trustee or any Paying Agent shall may continue to make payments on the Notes Subordinated Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments and shall be entitled in all respects to or by the Trustee unless and untilassume that no such facts exist unless, not less than two three Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. X. The Company, the Registrar, any Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative shall be entitled to may give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate behalf of the Company acting as Paying Agentholders of the Senior Indebtedness of that issue. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not the Trustee. The Registrar and the any Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all of the rights set forth in this Article 10 X with respect to any Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 VII shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 X shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in Section 12.03 or any other provision of this Article 10Indenture or the Notes, the Trustee or Paying Agent shall continue to make payments on the Notes any Guarantee and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. The Company12 and, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee Trustee, shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Company, the relevant Guarantor, a Representative or a holder of Senior Debt of such Guarantor shall be entitled to give such notice; provided, however, that, if an issue of Senior Debt of any Guarantor has a Representative, only the Representative shall be entitled to give the notice. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt of the Company any Guarantor with the same rights it would have if it were not the Trustee. The Registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Senior Debt of the Company any Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 12 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section Sections 6.10 and 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company a Guarantor or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in Section 10.03 or any other provision of this Article 10Indenture or the Notes, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. The Company10 and, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee Trustee, shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Company, a Representative or a holder of Senior Debt of the Company shall be entitled to give such notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section Sections 6.10 and 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 1010 or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any Obligations with respect to it that such payments are prohibited by the Notes to violate this Article 10. The Company, Only the Company or a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to may give the notice. Prior to Nothing in this Article 10 shall impair the receipt of any such written noticeclaims of, or payments to, the Trustee shall be entitled in all respects conclusively under or pursuant to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentSection 7.07 hereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Notes or to the Company or to any other person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article 10 or otherwise. With respect to all the rights holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article 10 Indenture and no implied covenants or obligations with respect to any holders of Senior Debt of shall be read into this Indenture against the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwiseTrustee.

Rights of Trustee and Paying Agent. 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 Notes. Notwithstanding anything in the provisions of this Article 10X or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee (other than pursuant to Section 10.4), and the Trustee may continue to make payments on the Notes, unless and until, not less than a Trust Officer shall have received at least two Business Days business days prior to the date of such payment, a Responsible Officer of the Trustee receives payment or distribution written notice satisfactory of facts that would cause such payment or distribution with respect to it that such payments are prohibited by the Notes to violate this Article 10. The Company, X. Only the Company or a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to may give the notice. Prior Nothing contained in this Article X shall impair or extend to the receipt of any such written noticeclaims of, or payments or distributions to, the Trustee shall be entitled in all respects conclusively under or pursuant to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentSection 7.7 hereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall not be liable to any holder of Senior Debt in the event that the Trustee, acting in good faith, shall pay over or distribute to the Holders, the Company, or any other Person, any payment or property to which any holders of the Senior Debt are entitled to all the rights set forth by virtue of this Article X or otherwise. Nothing contained in this Article 10 with respect paragraph shall affect the obligation to any Senior Debt of hold such payment for the Company which may at any time be held by itbenefit of, and to pay such payment over to the same extent as any other holder holders of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10Ten or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 which would prohibit the making of any payments to payment or distribution by the Trustee, or the taking of any action by the Trustee, and the Trustee or Paying Agent may continue to make payments on the Notes unless and until, not less than two a Trust Officer of the Trustee shall have received at least five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any Obligations with respect to it that such payments are prohibited by the Notes to violate this Article 10Ten. The Only the Company, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company that has a Representative, only the no Representative shall be entitled to may give the notice. Prior In the event that the Trustee determines in good faith that further evidence is required with respect to the receipt right of any such written noticeperson as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee shall be entitled in all respects conclusively may request such person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for 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 preceding sentencerights of such person under this Article, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the term of this Indenture pending judicial determination as to the rights of such person to receive such payment and to apply the same to the purpose for which it was received and payment. Nothing in this Article Ten shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of amounts due to, or impair the Company acting as Paying Agentclaims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10XIV or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the paying agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least three Business Days prior to the date of such paymentpayment written notice of facts that would cause the payment of any principal, premium, if any, and interest with respect to the Notes to violate this Article XIV. Only the Company or a Responsible Officer of Representative may give the notice. Nothing in this Article XIV shall impair the claims of, or payments to, the Trustee receives under or pursuant to Section 7.5 hereof. The Trustee shall be entitled to rely on the delivery to it of a written notice satisfactory by a person representing such person to it that such payments are prohibited by this Article 10. The Company, a Representative or be a holder of Senior Debt Indebtedness (or a trustee or agent on behalf of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has Indebtedness (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt trustee or agent on behalf of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XIV, the Trustee shall be entitled in all respects conclusively may request such person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the preceding sentencerights of such person under this Article XIV, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar Any paying agent, any authenticating agent, any Note registrar and the Paying Agent shall be entitled to their successors may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10, the The Trustee or Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence Securities until it receives written notice of facts that under would cause a payment of principal of or interest on the Securities to violate this Article 10 would prohibit 11. Only the making of any payments to or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10. The Company, a Representative or a holder of an issue of Senior Debt of Indebtedness that has no Representative may give the Company notice. The Trustee shall be entitled to give rely on the notice; provided, however, that, if an issue delivery to it of a written notice by a person representing himself to be a holder of Senior Debt Indebtedness (or a Representative on behalf of the Company such holder) to establish that such notice has been given by a Representative, only the holder of Senior Indebtedness or a Representative shall be entitled to give the notice. Prior to the receipt on behalf of any such written noticeholder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person who is a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 11, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article 11, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment or until such time as the Trustee shall be entitled in all respects conclusively otherwise satisfied as to presume that no the right of such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall not be entitled deemed to all the rights set forth in this Article 10 with respect to owe any Senior Debt of the Company which may at any time be held by it, fiduciary duty to the same extent as any other holder holders of such Senior Debt; Indebtedness and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated liable to any Senior Debt of such holder if it shall mistakenly pay over or distribute to Securityholders or the Company or any other person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 11 or otherwise.

Rights of Trustee and Paying Agent. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities to Senior Debt. Notwithstanding anything in the provisions of this Article 10or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 which would prohibit the making of any payments payment to or by the Trustee in respect of the Securities, unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of until the Trustee receives shall have received written notice satisfactory to it that such payments are prohibited by this Article 10. The Company, a Representative thereof at the address specified in Section 1.05 from the Company or a holder of Senior Debt of the Company shall be entitled to give the noticeor from any trustee or agent therefor; providedand, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior 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 conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received received, at least three New York Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of the principal amount, Conversion Price, or interest, if any, as the case may be, in respect of any Security), the notice with respect to such money provided for in this Section 12.09, then, anything herein contained to the preceding sentencecontrary notwithstanding, the Trustee shall have full power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on or after within three New York Business Days prior to such date. The foregoing Subject to the provisions of Section 5.01, the Trustee shall not apply be entitled to conclusively rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Debt (or a trustee or agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee or agent on behalf of any Affiliate such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Company acting Trustee as Paying Agentto the amount of Senior Debt held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person to receive such payment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Senior Debt of the Company which that may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 4 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 10.03, the Trustee or Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; providedPROVIDED, howeverHOWEVER, that, if an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentRepresentative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which Indebtedness that may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 10.03, the Trustee or Paying Agent shall continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company Credit Facility Indebtedness or Guarantor Credit Facility Indebtedness shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company Credit Facility Indebtedness or Guarantor Credit Facility Indebtedness has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt of the Company Credit Facility Indebtedness or Guarantor Credit Facility Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company Credit Facility Indebtedness or Guarantor Credit Facility Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior DebtCredit Facility Indebtedness or Guarantor Credit Facility Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 1010 or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at the Corporate Trust Office of the Trustee at least five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any Obligations with respect to it that such payments are prohibited by the Notes to violate this Article 10. The Company10 and, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received received, at least five Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose, the notice with respect to such money provided for in this Article 10, then, anything herein contained to the preceding sentencecontrary notwithstanding, the Trustee shall have full power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on or after within five Business Days prior to such date. The foregoing Subject to the provisions of Section 7.01, the Trustee shall not apply be entitled to conclusively rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Debt (or a trustee or agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee or agent on behalf of any Affiliate such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Company acting Trustee as Paying Agentto the amount of Senior Debt held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article 10, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person to receive such payment. Nothing in this Article 10 shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities to Senior Indebtedness. Notwithstanding anything in this Article 10Section 10.03, the Trustee or Paying Agent shall continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt Indebtedness of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt Indebtedness of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt Indebtedness of the Company with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt Indebtedness of the Company which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 12.03, the Trustee or Paying Agent shall continue to make payments on any Subsidiary Guaranty unless the Notes and shall not be charged with Trustee or Paying Agent has actual knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10Twelve; provided, however, that the subordination of the Notes to Senior Indebtedness shall not be affected and the Noteholders receiving any payments in contravention of this Article Twelve shall otherwise be subject to this Article Twelve. The Company, the relevant Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt Indebtedness of the Company such Subsidiary Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt Indebtedness of the Company any Subsidiary Guarantor has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt Indebtedness of the Company any Subsidiary Guarantor with the same rights it would have if it were not the Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 Twelve with respect to any Senior Debt Indebtedness of the Company any Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 Seven of this Indenture shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 Twelve shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each 7.08 of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10XII or any other provisions of this Indenture, the Trustee or Paying Agent shall any paying agent may continue to make payments on the Notes Subordinated Debt Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to such payments, or the taking of any other action by the Trustee Trustee, unless and until, not less than two Business Days prior to the date of such payment, until a Responsible Trust Officer of the Trustee receives shall have received at the Corporate Trust Office of the Trustee written notice satisfactory to it that such payments are prohibited by this Article 10. The Companythereof from the Partnership, a Representative any Holder of Debt Securities, any paying agent of the Partnership or a the holder or representative of any class of Senior Debt of the Company shall be entitled to give the noticeIndebtedness; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior to and before the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the preceding sentencedate upon which, by the terms hereof, any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on, or additional amounts owing in respect of, any Debt Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have full all power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on during or after such datetwo Business Day period. The foregoing shall not apply to Partnership, the Registrar, any Affiliate paying agent, a Representative or a holder of Senior Indebtedness may give the notice; provided, however, that, if an issue of Senior Indebtedness has a Representative, only the Representative may give the notice on behalf of the Company acting as Paying AgentHolders of the Senior Indebtedness of that issue. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to any paying agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 XII with respect to any Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Section 313 of the TIA, Article 7 VII or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 XII shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwiseSections 3.03 and 7.06.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 11.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 1011; provided, however, that notwithstanding the foregoing, the subordination of the Guarantees to the Designated Senior Indebtedness of the Guarantors shall not be affected and the Holders receiving any payments in contravention of Section 11.02 and/or 11.03 (and such respective payments) shall otherwise be subject to the provisions of this Article 11. The CompanyA Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Designated Senior Debt Indebtedness of the Company such Guarantor shall be entitled to give the noticenotice that payments may not be made under this Article 11; provided, however, that, if an issue of Designated Senior Debt Indebtedness of the Company such Guarantor has a Representative, only the Representative shall be entitled to give the such notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold any Designated Senior Debt Indebtedness of the Company a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 11 with respect to any Designated Senior Debt Indebtedness of the Company a Guarantor which may at any time be held by it, to the same extent as any other holder of such Designated Senior DebtIndebtedness; and nothing in Article 7 hereof shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 11 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each hereof or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 1010 or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such paymentpayment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article. Only the Company or a Representative may give the notice. Nothing in this Article 10 shall impair the claims of, a Responsible Officer of or payments to, the Trustee receives under or pursuant to Section 7.7 hereof. The Trustee shall be entitled to rely on the delivery to it of a written notice satisfactory by a Person representing himself to it that such payments are prohibited by this Article 10. The Company, a Representative or be a holder of Senior Debt Indebtedness (or a Representative of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has Indebtedness (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled in all respects conclusively may request such Person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the preceding sentencerights of such Person under this Article 10, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such Person pursuant to the terms of this Indenture pending judicial determination as to the rights of such Person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10XIII or any other provision of the Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee may continue to make payments on the Notes, unless and until, not less than the Trustee shall have received at its Corporate Trust Office at least two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any Obligations with respect to it that such payments are prohibited by the Notes to violate this Article 10XIII. The Company, a Representative or a holder of Senior Debt of Only the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to may give the notice. Prior Nothing in this Article XIII shall apply to or impair the receipt of any such written noticeclaims of, or payments to, the Trustee shall be entitled in all respects conclusively under or pursuant to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate Section 703 of the Company acting as Paying AgentBase Indenture. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Any of the Conversion Agent, Paying Agent, and Security Registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all rely on the rights set forth in this Article 10 with respect delivery to any it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness of the Company which may at any time be held or a Senior Debt Agent to establish that such notice has been given by it, to the same extent as any other a holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt Indebtedness of the Company or otherwisesuch Senior Debt Agent. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company or such Senior Debt Agent to participate in any payment or distribution pursuant to this Article XIII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Company held or represented by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the right of such Person under this Article XIII, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment or distribution.

Rights of Trustee and Paying Agent. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities to Senior Indebtedness. Notwithstanding anything in this Article 10Section 10.3, the Trustee or Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the noticedelivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereof. Prior The Paying Agent shall be subject to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively subordination provisions hereof to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to extent as the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentTrustee. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.7.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 10.03, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with unless the Trustee or Paying Agent has actual knowledge of the existence of facts that under this Article 10 Ten would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10Ten; provided, however, that the subordination of the Notes to Senior Indebtedness shall not be affected and the Noteholders receiving any payments in contravention of this Article Ten shall otherwise be subject to this Article Ten. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt Indebtedness of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt Indebtedness of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt Indebtedness of the Company with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 Ten with respect to any Senior Debt Indebtedness of the Company which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 Seven of this Indenture shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 Ten shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each 7.08 of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10, the The Trustee or Paying any Payment Agent shall may continue to make payments on in respect of the Notes Subordinated Debt Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilsuch payment unless, not less than two three Business Days prior to the date of any such payment, a Responsible Officer of the Trustee receives written notice reasonably satisfactory to it that such payments are prohibited by in respect of the Subordinated Debt Securities may not be made under this Article 10Article. The Only the Company, a Representative (satisfactorily identified to the Trustee) or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue a class of Senior Debt of Indebtedness that has no Representative (satisfactorily identified to the Company has a Representative, only the Representative shall be entitled to Trustee) may give the notice. Prior to the receipt of any such written notice, the Trustee and any Paying Agent shall be entitled in all respects conclusively to presume assume that no such fact existsfacts exist. Unless the Trustee shall have received the notice provided for in the preceding sentenceIn any case, the Trustee shall have full power and authority to receive such payment and to apply the same no responsibility to the purpose holders of Senior Indebtedness for which it was received and payments made to Holders by the Company or any Paying Agent unless cash payments are made at the direction of the Trustee after receipt of such notice referred to above. Neither the Trustee nor any Payment Agent shall not be affected by deemed to owe any notice fiduciary duty to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate holders of the Company acting as Paying AgentSenior Indebtedness. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and This Section is solely for the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt benefit of the Company which may at Trustee and any time be held by it, to the same extent as any other holder of such Senior Debt; Payment Agents and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt limit the obligations of the Company or otherwiseHolders under Section 10.05.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10, the The Trustee or ---------------------------------- Paying Agent shall continue to make payments on the Notes and shall not at any time be charged with the knowledge of the existence of any facts that under this Article 10 which would prohibit the making of any payments payment to or by the Trustee unless and until, not less than two Business Days prior to until an officer in the date of such payment, a Responsible Officer Corporate Trust Administration Department of the Trustee receives and each Paying Agent shall have received written notice satisfactory to it that such payments are prohibited by this Article 10. The Company, a Representative or thereof from a holder (or the agent) of Senior Debt Indebtedness who shall have been certified by Xxxx XX or otherwise established to the satisfaction of the Company shall Trustee to be entitled to give the noticesuch holder or agent; providedand, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee and each Paying Agent shall be entitled in all respects to assume conclusively to presume that no such fact existsfacts exist. Unless at least three Business Days prior to the date on which by the terms of this Indenture any monies are to be deposited by Xxxx XX with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of, premium or Liquidated Damages, if any, or interest on any Security) the Trustee and each Paying Agent shall have received with respect to such monies the notice provided for in the preceding foregoing sentence, the Trustee and each Paying Agent shall have full power and authority to receive such payment monies and to apply the same to the purpose for which it was received they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent if Xxxx XX is Paying Agent. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10Eleven or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any Obligations with respect to it that such payments are prohibited by the Notes to violate this Article 10Eleven. The Company, Only the Issuers or a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to may give the notice. Prior to Nothing in this Article Eleven shall impair the receipt of any such written noticeclaims of, or payments to, the Trustee shall be entitled in all respects conclusively under or pursuant to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentSection 7.07 hereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Notes or to the Issuers or to any other person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article Eleven or otherwise. With respect to all the rights holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article 10 Indenture and no implied covenants or obligations with respect to any holders of Senior Debt of shall be read into this Indenture against the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwiseTrustee.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 13.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilunless, not less than two three Business Days prior to the date of such payment, a Responsible Trust Officer at the corporate trust office of the Trustee receives written notice satisfactory to it him that such payments are prohibited by may not be made under this Article 10. The Company13; and, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if a Trust Officer of the Trustee shall not have received received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of principal, premium, if any, interest, the redemption price or the purchase price set forth in Section 4.09, as the case may be, in respect of any Security), the notice with respect to such money provided for in this Section 13.09 then, anything herein contained to the preceding sentencecontrary notwithstanding, the Trustee shall have full power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on or after within three Business Days prior to such date. The foregoing A Guarantor, a Representative, or any trustee of or agent hereof shall not apply be entitled to any Affiliate of give the Company acting as Paying Agentnotice. The Trustee in its individual or any other capacity shall be entitled to hold Designated Senior Debt of the Company Indebtedness guaranteed by a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 13 with respect to any Designated Senior Debt of the Company Indebtedness guaranteed by a Guarantor which may at any time be held by it, to the same extent as any other holder of such Designated Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 13 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each hereof or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.this Indenture

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10XV or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the paying agent may continue to make payments on the Notes, unless and until, not less than two a Responsible Officer shall have received at the Corporate Trust Office at least three Business Days prior to the date of such paymentpayment written notice of facts that would cause the payment of any principal, premium, if any, and interest with respect to the Notes to violate this Article XV. Only the Company or a Responsible Officer of Representative may give the notice. Nothing in this Article XV shall impair the claims of, or payments to, the Trustee receives under or pursuant to this Indenture, including, without limitation, Section 7.7 hereof. The Trustee shall be entitled to rely on the delivery to it of a written notice satisfactory by a person representing such person to it that such payments are prohibited by this Article 10. The Company, a Representative or be a holder of Senior Debt Indebtedness (or a trustee or agent on behalf of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has Indebtedness (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt trustee or agent on behalf of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee shall be entitled in all respects conclusively may request such person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the preceding sentencerights of such person under this Article XV, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar Any paying agent, any authenticating agent, any conversion agent, any Note registrar and the Paying Agent shall be entitled to their successors may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 14.03, the Trustee or Paying Agent shall paying agent may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Officer an officer of the Trustee responsible for the administration of this Subordinated Debt Indenture receives written notice satisfactory to it in accordance with Section 15.03 that such payments are prohibited by may not be made under this Article 10Fourteen. The Company, the Security registrar or co-registrar, the paying agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative Representative, rather than a holder of Senior Indebtedness, may give the notice. The Trustee shall be entitled to give assume that any prohibition on the notice. Prior right of the Company to pay the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice Securities provided for in the preceding sentence, this Article Fourteen has not terminated unless an officer of the Trustee shall have full power and authority to receive responsible for the administration of this Subordinated Debt Indenture receives written notice of such payment and to apply the same to the purpose for which it was received and shall not be affected by termination in accordance with Section 15.03 from any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentPersons specified in the foregoing sentence. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar Security registrar and co-registrar and the Paying Agent shall be entitled to paying agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 Fourteen with respect to any Senior Debt of the Company Indebtedness, which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 Seven shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 Fourteen shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwiseArticle Seven.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 12.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilunless, not less than two three Business Days prior to the date of such payment, a Responsible Trust Officer at the corporate trust office of the Trustee receives written notice satisfactory to it him that such payments are prohibited by may not be made under this Article 10. The Company12; and, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if a Trust Officer of the Trustee shall not have received received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of principal, premium, if any, interest, the redemption price, or the purchase price set forth in Section 4.09, as the case may be, in respect of any Security), the notice with respect to such money provided for in this Section 12.09 then, anything herein contained to the preceding sentencecontrary notwithstanding, the Trustee shall have full power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on or after within three Business Days prior to such date. The foregoing Issuer, a Representative, or any trustee of or agent thereof shall not apply be entitled to any Affiliate of give the Company acting as Paying Agentnotice. The Trustee in its individual or any other capacity shall be entitled to hold Designated Senior Debt of the Company with Indebtedness the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Designated Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Designated Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 12 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each hereof or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10IV or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least one Business Days Day prior to the date of such paymentpayment written notice of facts that would cause the payment of any obligations with respect to the Notes to violate this Article. Only the Company or a Representative may give the notice. Nothing in this Article IV shall impair the claims of, a Responsible Officer or payments to, the Trustee under or pursuant to Section 9.06 of the Original Indenture. The Trustee receives shall be entitled to rely on the delivery to it of a written notice satisfactory by a Person representing himself to it that such payments are prohibited by this Article 10. The Company, a Representative or be a holder of Senior Debt Indebtedness (or a Representative of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has Indebtedness (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article IV, the Trustee shall be entitled in all respects conclusively may request such Person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the preceding sentencerights of such Person under this Article IV, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such Person pursuant to the terms of this Indenture pending judicial determination as to the rights of such Person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to Any agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10, the The Trustee or and each Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilsuch payment unless, not less than two Business Days prior to the date of any such payment, a Responsible Officer of the Trustee receives written notice reasonably satisfactory to it that such payments are prohibited by may not be made under this Article 1015. The Only the Company, a Representative (satisfactorily identified to the Trustee) or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of that has no Representative (satisfactorily identified to the Company has a Representative, only the Representative shall be entitled to Trustee) may give the such notice. Prior to the receipt of any such written notice, the Trustee and each Paying Agent shall be entitled in all respects conclusively to presume assume that no such fact existsfacts exist. Unless the Trustee shall have received the notice provided for in the preceding sentenceIn any case, the Trustee shall have full power and authority to receive such payment and to apply the same no responsibility to the purpose holders of Senior Debt for which it was received and payments made to Holders of Securities by the Company or any Paying Agent unless such payments are made at the direction of the Trustee. Except to the extent of payments held in trust under Section 15.3(c) hereof, neither the Trustee nor any Paying Agent shall be deemed to owe any fiduciary duty to the holders of Senior Debt. The Trustee shall not be affected under any duty or obligation to take any action at the request or for the benefit of holders of Senior Debt which, in the Trustee's opinion, shall be likely to involve it in any expense or liability, if there are reasonable grounds for believing that a repayment of such expense or liability is not reasonably assured to it, unless one or more holders of Senior Debt shall, as often as may be required by any notice the 115 124 Trustee, furnish indemnity satisfactory to the contrary which may be received by it on Trustee against such expense or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentliability. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. The Company shall ---------------------------------- give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Notes. Failure to give such notice shall not affect the subordination of the Notes to Senior Indebtedness of the Company. Notwithstanding anything in this Article 10Section 1403, the ------------ Trustee or Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such 119 payments are prohibited by may not be made under this Article 1014. The Company, the Registrar or ---------- co-registrar, the Paying Agent, or a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company -------- ------- Indebtedness has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentRepresentative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 14 with respect to any Senior Debt of the Company which Indebtedness that may at any time be held ---------- by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such --------- holder. Notwithstanding anything Nothing in this Article 10 14 shall apply to the contraryclaims of, all amounts owed to or payments to, ---------- the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.707. -----------

Rights of Trustee and Paying Agent. A Note Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Note Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Note Guarantee to Guarantor Senior Indebtedness of such Note Guarantor. Notwithstanding anything in this Article 10Section 15.03, the Trustee or Paying Agent shall may continue to make payments on the Notes pursuant to such Note Guarantee and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 1015. The CompanyCompany or any Note Guarantor, the Registrar or co-registrar, the Paying Agent, or a Representative or a holder of Guarantor Senior Debt Indebtedness of the Company shall be entitled to any Note Guarantor may give the notice; provided, however, that, if an issue of Guarantor Senior Debt Indebtedness of the Company a Note 104 Guarantor has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Note Guarantor (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentRepresentative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Guarantor Senior Debt Indebtedness of the Company a Note Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 15 with respect to any Guarantor Senior Debt Indebtedness of the Company a Note Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Senior DebtNote Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 15 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in Section 10.03 or any other provision of this Article 10Indenture or the Notes, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two one Business Days Day prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. The Company10 and, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee Trustee, shall be entitled in all respects conclusively to presume that no such fact exists. Unless a Responsible Officer of the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Company, a Representative or a holder of Senior Debt of the Company shall be entitled to give such notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section Sections 6.10 and 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwiseotherwise and shall not be subject to this Article 10. Each Paying Agent shall not be permitted to make payments or distributions to the extent the Trustee is prohibited by this Article 10 from doing so and shall be required to turn over payments and distributions to the same extent as the Trustee is so required.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 13.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Series B Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 1013; provided, however, that notwithstanding the foregoing, the subordination of the Series B Notes and the Guarantees to the Senior Indebtedness shall not be affected and the Holders of the Series B Notes receiving any payments in contravention of Section 13.02 and/or 13.03 (and such respective payments) shall otherwise be subject to the provisions of this Article 13. The CompanyIssuer, a Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Debt Indebtedness of the Company Issuer or such Guarantor shall be entitled to give the noticenotice that payments may not be made under this Article 13; provided, however, that, if an issue of Designated Senior Debt Indebtedness of the Company Issuer or such Guarantor, as applicable, has a Representative, only the Representative shall be entitled to give the such notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold any Senior Debt Indebtedness of the Company Issuer or a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 13 with respect to any Senior Debt Indebtedness of the Company Issuer or a Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 hereof shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 13 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each hereof or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 12.03, the Trustee or Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and until102 95 unless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 1012. The CompanyA Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt Indebtedness of the Company shall be entitled to a Subsidiary Guarantor may give the notice; providedPROVIDED, howeverHOWEVER, that, if an issue of Senior Debt Indebtedness of the Company a Subsidiary Guarantor has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness of a Subsidiary Guarantor (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentRepresentative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt Indebtedness of the Company a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Senior Debt Indebtedness of the Company a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness of such Senior DebtSubsidiary Guarantor; and nothing in Article 7 VII shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 12 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. The Issuers shall give prompt written notice to the Trustee of any fact known to the Issuers that would prohibit the making of any payment to or by the Trustee in respect of the Notes. Failure to give such notice shall not affect the subordination of the Notes to Senior Indebtedness of the Issuers. Notwithstanding anything in this Article 10Section 1403, the Trustee or Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 1014. The CompanyIssuers, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of 110 such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentRepresentative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 14 with respect to any Senior Debt of the Company which Indebtedness that may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 14 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each 707. Section 1410. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of its capacities hereunder shall not Senior Indebtedness, the distribution may be subordinated made and the notice given to any Senior Debt of the Company or otherwisetheir Representative (if any).

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 10.03, the Trustee or Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; providedPROVIDED, howeverHOWEVER, that, if an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give conclusively rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentRepresentative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10Eleven or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any Obligations with respect to it that such payments are prohibited by the Notes to violate this Article 10Eleven. The Company, Only the Issuer or a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to may give the notice. Prior to Nothing in this Article Eleven shall impair the receipt of any such written noticeclaims of, or payments to, the Trustee shall be entitled in all respects conclusively under or pursuant to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentSection 7.07 hereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Notes or to the Issuer or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article Eleven or otherwise. With respect to all the rights holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically 100 set forth in this Article 10 Indenture and no implied covenants or obligations with respect to any holders of Senior Debt of Indebtedness shall be read into this Indenture against the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwiseTrustee.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 12.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it him that such payments are prohibited by may not be made under this Article 10Twelve. The CompanyA Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Debt Indebtedness of the Company such Guarantor shall be 115 entitled to give the notice; provided, however, that, if an issue of Senior Debt Indebtedness of the Company such Guarantor has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt Indebtedness of the Company a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 Twelve with respect to any Senior Debt Indebtedness of the Company a Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 Seven shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 Twelve shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each hereof or any other Section of its capacities hereunder this Indenture. The Trustee shall not be subordinated deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Notes or to the Issuer or to any other person cash, property or notes to which any holders of Senior Debt Indebtedness shall be entitled by virtue of the Company this Article or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 10.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it him that such payments are prohibited by may not be made under this Article 10; provided that the foregoing provisions shall not relieve the Holders of their obligations under Section 10.05. The CompanyIssuer, the Registrar, the Paying Agent, a Representative or a holder of Senior Debt Indebtedness of the Company Issuer shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt Indebtedness of the Company Issuer has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt Indebtedness of the Company Issuer with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt Indebtedness of the Company Issuer which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each hereof or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10, the The Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10. The Company, a Representative or a holder of Senior Debt agent of the Company shall be entitled to give or the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 Ten with respect to any Senior Debt of the Company which may at any time be held by it, it in its individual or any other capacity to the same extent as any other holder of such Senior Debt; Debt and nothing in Article 7 this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Ten, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other person money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article Ten, except if such payment is made as a result of willful misconduct or gross negligence of the Trustee. Notwithstanding anything the provisions of this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee shall have received at the Corporate Trust Administration Office of the Trustee at least one Business Day prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article 10. Only the Company or a Representative of Senior Debt previously identified by the Company to the Trustee pursuant to Section 10.10 may give the notice. Nothing in this Article 10 to shall impair the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10, the The Trustee or Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence Securities until it receives written notice of facts that under this Article 10 would prohibit cause a payment of principal of or interest on the making of any payments Securities to or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by violate this Article 10. The Only the Company, a Representative or a holder of an issue of Senior Debt of Indebtedness that has no Representative may give the Company notice. The Trustee shall be entitled to give rely on the notice; provided, however, that, if an issue delivery to it of a written notice by a person representing himself to be a holder of Senior Debt Indebtedness (or a Representative on behalf of the Company such holder) to establish that such notice has been given by a Representative, only the holder of Senior Indebtedness or a Representative shall be entitled to give the notice. Prior to the receipt on behalf of any such written noticeholder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person who is a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article 10, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment or until such time as the Trustee shall be entitled in all respects conclusively otherwise satisfied as to presume that no the right of such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holder if it shall mistakenly pay over or distribute to Securityholders or the Company or any other person money or assets to which any holders of Senior Indebtedness shall be entitled to all the rights set forth in by virtue of this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 1011 or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee unless Trustee, and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives and the Paying Agent may continue to make payments on the Securities, unless the Trustee shall have received written notice satisfactory to it that such payments are prohibited by this Article 10. The Company, a Representative thereof at its Corporate Trust Office from the Company or a holder of Senior Debt of the Company shall be entitled to give the noticeDebt; providedand, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received received, at least one Business Day prior to the date upon which by the terms hereof any such money may become payable for any purpose, the notice with respect to such money provided for in this Section 11.11, then, anything herein contained to the preceding sentencecontrary notwithstanding, the Trustee shall have full power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on or after within one Business Day prior to such date. The foregoing Nothing in this Article 11 shall not apply impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof. Subject to the provisions of Section 7.01, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Debt (or a trustee or agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee or agent on behalf of any Affiliate such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Company acting Trustee as Paying Agentto the amount of Senior Debt held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person to receive such payment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 this Indenture shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to Any Agent may do the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisesame with like rights.

Rights of Trustee and Paying Agent. Notwithstanding anything in any provisions of this Article 10Indenture to the contrary, the Trustee or and any Paying Agent shall may continue to make payments on the Notes Securities and shall not at any time be charged with knowledge of the existence of any facts that under this Article 10 which would prohibit the making of any such payments to or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee until it receives written notice (received by a Trust Officer, in the case of the Trustee) reasonably satisfactory to it that such payments are prohibited by may not be made under this Article 10and, prior to the receipt of any such notice, the Trustee, subject to the provisions of Section 8.01, and any Agent shall be entitled to assume conclusively that no such facts exist. The Company, an Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if . If an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative (or any Representative, if more than one) may give the notice with respect to such Senior Indebtedness. The Trustee shall be entitled to give rely on the notice. Prior delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a Representative) to establish that such notice has been given by a holder of Senior Indebtedness (or a Representative), and shall be entitled to rely on any written notice by a Person representing himself to be a holder of Senior Indebtedness to the receipt effect that such issue of Senior Indebtedness has no Representative. Except as provided in Section 9.02, any deposit of monies by the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of the principal of or premium, if any, or interest on, or Purchase Price or Fundamental Change Purchase Price, if any, of any Securities shall be subject to the provisions of this Article 12, except that if, at least three Business Days prior to the date on which by the terms of this Indenture any such written noticemonies may become payable for any purpose (including, without limitation, the payment of, principal of, or premium, if any, or interest on any Security), the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall not have received with respect to such monies the notice provided for in the preceding sentencethis Section 12.12, then the Trustee shall have full power and authority to receive such payment monies and to apply the same to the purpose for which it was they were received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to or on or after such date. The foregoing This Section shall be construed solely for the benefit of the Trustee and Paying Agent and shall not apply otherwise affect the rights of holders of Senior Indebtedness. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Affiliate Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Company acting Trustee as Paying Agentto the amount of the Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive payment. The Trustee shall not be deemed to owe any fiduciary duty to holders of Senior Indebtedness by virtue of the provisions of this Article 12. The Trustee's responsibilities to the holders of Senior Indebtedness are limited to those set forth in this Article and no implied covenants or obligations shall be read into this Indenture. The Trustee shall not become liable to the holders of Senior Indebtedness if it makes a payment prohibited by this Article in good faith. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10XV or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the paying agent may continue to make payments on the Notes, unless and until, not less than two a Responsible Officer shall have received at the Corporate Trust Office of the Trustee at least three Business Days prior to the date of such paymentpayment written notice of facts that would cause the payment of any principal, premium, if any, and interest with respect to the Notes to violate this Article XV. Only the Company or a Responsible Officer of Representative may give the notice. Nothing in this Article XV shall impair the claims of, or payments to, the Trustee receives under or pursuant to this Indenture, including, without limitation, Section 7.7 hereof. The Trustee shall be entitled to rely on the delivery to it of a written notice satisfactory by a person representing such person to it that such payments are prohibited by this Article 10. The Company, a Representative or be a holder of Senior Debt Indebtedness (or a trustee or agent on behalf of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has Indebtedness (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt trustee or agent on behalf of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee shall be entitled in all respects conclusively may request such person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the preceding sentencerights of such person under this Article XV, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar Any paying agent, any authenticating agent, any conversion agent, any Note registrar and the Paying Agent shall be entitled to their successors may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 1010A or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and untilthe Trustee shall have received at its address in accordance with Section 13.2 hereof, not less than two Business Days prior to the date of such payment, a Responsible Officer written notice of facts that would cause the payment of any obligations with respect to the Notes to violate this Article. Nothing in this Article 10A shall impair the claims of, or payments to, the Trustee receives under or pursuant to Section 7.7 hereof. The Trustee shall be entitled to rely on the delivery to it of a written notice satisfactory by a person representing himself to it that such payments are prohibited by this Article 10. The Company, a Representative or be a holder of Senior Debt (or a Representative of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 10A, the Trustee shall be entitled in all respects conclusively may request such Person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for 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 preceding sentencerights of such Person under this Article 10A, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such Person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and Any agent of the Paying Agent shall be entitled to Company may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 1012 or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such paymentpayment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article. Only the Company or a Representative may give the notice. Nothing in this Article 12 shall impair the claims of, a Responsible Officer of or payments to, the Trustee receives under or pursuant to Section 7.7 hereof. The Trustee shall be entitled to rely on the delivery to it of a written notice satisfactory by a Person representing himself to it that such payments are prohibited by this Article 10. The Company, a Representative or be a holder of Senior Debt (or a Representative of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled in all respects conclusively may request such Person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for 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 preceding sentencerights of such Person under this Article 12, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such Person pursuant to the terms of this Indenture pending judicial determination as to the rights of such Person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in any provisions of this Article 10Indenture to the contrary, the Trustee or and any Paying Agent shall may continue to make payments on the Notes Securities and shall not at any time be charged with knowledge of the existence of any facts that under this Article 10 which would prohibit the making of any such payments to or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee until it receives written notice (received by a Responsible Officer, in the case of the Trustee) reasonably satisfactory to it that such payments are prohibited by may not be made under this Article 1011 and, before the receipt of any such notice, the Trustee, subject to the provisions of Article 7, and any agent shall be entitled to assume conclusively that no such facts exist. The Company, an Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if . If an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative (or any Representative, if more than one) may give the notice with respect to such Senior Indebtedness. The Trustee shall be entitled to give rely on the notice. Prior delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a Representative) to establish that such notice has been given by a holder of Senior Indebtedness (or a Representative), and shall be entitled to rely on any written notice by a Person representing himself to be a holder of Senior Indebtedness to the receipt effect that such issue of Senior Indebtedness has no Representative. Any deposit of moneys by the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of the principal of or premium, if any, or interest on, or payment on account of Change in Control, if any, of, any Securities shall be subject to the 053113\1008\02764\979QGT85.OTH 58 provisions of this Article 11, except that if, at least three business days before the date on which by the terms of this Indenture any such written noticemoneys may become payable for any purpose (including, without limitation, the payment of principal of or premium, if any, or interest on any Security), the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall not have received with respect to such moneys the notice provided for in the preceding sentencethis Section 11.12, then the Trustee shall have full power and authority to receive such payment moneys and to apply the same to the purpose for which it was they were received and shall not be affected by any notice to the contrary which may be received by it within three business days before or on or after such date. The foregoing This Section 11.12 shall be construed solely for the benefit of the Trustee and Paying Agent and shall not apply otherwise affect the rights of holders of Senior Indebtedness. If the Trustee determines in good faith that further evidence is required with respect to the right of any Affiliate Person as holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Company acting Trustee as Paying Agentto the amount of the Senior Indebtedness held by such Person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 11, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive payment. The Trustee shall not be deemed to owe any fiduciary duty to holders of Senior Indebtedness by virtue of the provisions of this Article 11. The Trustee's responsibilities to the holders of Senior Indebtedness are limited to those set forth in this Article 11, and no implied covenants or obligations shall be read into this Indenture. The Trustee shall not become liable to the holders of Senior Indebtedness if it makes a payment prohibited by this Article 11 in good faith. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to Any agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 10.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilunless, not less than two three Business Days prior to the date of such payment, a Responsible Trust Officer at the Corporate Trust Office of the Trustee receives notice satisfactory to him that payments may not be made under this Article 10; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Trust Officer of the Trustee receives written shall not have received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of principal, premium, if any, interest, Additional Interest, the Redemption Price or the Change of Control Payment, as the case may be, in respect of any Note), the notice satisfactory with respect to such money provided for in this Section 10.09 then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it that within three Business Days prior to such payments are prohibited by this Article 10date. The CompanyIssuer, a Representative or Representative, a holder of Senior Debt Indebtedness of the Company Issuer, any trustee or agent thereof shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt Indebtedness of the Company Issuer has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt Indebtedness of the Company Issuer with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt Indebtedness of the Company Issuer which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each hereof or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 12.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilunless, not less than two three Business Days prior to the date of such payment, a Responsible Trust Officer at the Corporate Trust Office of the Trustee receives written notice satisfactory to it him that such payments are prohibited by may not be made under this Article 10. The Company12; and, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if a Trust Officer of the Trustee shall not have received received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of principal, premium, if any, and interest, the redemption price or the Change of Control Payment, as the case may be, in respect of any Note), the notice with respect to such money provided for in this Section 12.09 then, anything herein contained to the preceding sentencecontrary notwithstanding, the Trustee shall have full power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on or after within three Business Days prior to such date. The foregoing Holdings, a Holdings Representative, a holder of Holdings Senior Indebtedness or any trustee of or agent thereof shall not apply be entitled to any Affiliate give the notice; provided, however, that, if an issue of Holdings Senior Indebtedness has a Holdings Representative, only the Company acting as Paying AgentHoldings Representative shall be entitled to give the notice. The Trustee in its individual or any other capacity shall be entitled to hold Holdings Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Holdings Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Holdings Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 12 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each hereof or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10Fourteen or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two Business Days the Trustee shall have received at its Corporate Trust Office prior to the date of such paymentpayment written notice of facts that would cause the payment of any obligations with respect to the Notes to violate this Article Fourteen. Nothing in this Article Fourteen shall impair the claims of, a Responsible Officer of or payments to, the Trustee receives under or pursuant to Section 6.06 hereof. The Trustee shall be entitled to rely on the delivery to it of a written notice satisfactory by a person representing himself to it that such payments are prohibited by this Article 10. The Company, a Representative or be a holder of Senior Debt Indebtedness (or a Representative of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has Indebtedness (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee shall be entitled in all respects conclusively may request such Person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the preceding sentencerights of such Person under this Article Fourteen, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such Person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10, the The Trustee or Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence Securities until it receives written notice of facts that under would cause a payment of amounts due with respect to the Securities to violate this Article 10 would prohibit XI. Only the making of any payments to Company or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10. The Company, a Representative or a holder of an issue of Senior Debt of Indebtedness that has no Representative may give the Company notice. The Trustee shall be entitled to give conclusively rely on the notice; provided, however, that, if an issue delivery to it of a written notice by a person representing himself to be a holder of Senior Debt Indebtedness (or a Representative on behalf of the Company such holder) to establish that such notice has been given by a Representative, only the holder of Senior Indebtedness or a Representative shall be entitled to give the notice. Prior to the receipt on behalf of any such written noticeholder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person who is a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XI, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XI, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment or until such time as the Trustee shall be entitled in all respects conclusively otherwise satisfied as to presume that no the right of such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall not be entitled deemed to all the rights set forth in this Article 10 with respect to owe any Senior Debt of the Company which may at any time be held by it, fiduciary duty to the same extent as any other holder holders of such Senior Debt; Indebtedness and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated liable to any Senior Debt of such holder if it shall mistakenly pay over or distribute to Security Holders or the Company or any other person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XI or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10Nine or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall will not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two a Trust Officer of the Trustee has received at least five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any obligations with respect to it that such payments are prohibited by the Notes to violate this Article 10. The Company, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior Nine and prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if the Trustee shall not have received received, at least five Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of the principal amount, issue price, Redemption Price, purchase price, or interest, if any and in each case to the extent applicable, as the case may be, in respect of the Notes), the notice with respect to such money provided for in this Article Nine, then, anything herein contained to the preceding sentencecontrary notwithstanding, the Trustee shall have full power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on or after within five Business Days prior to such date. The foregoing Only the Issuer or a Representative may give the notice. Nothing in this Article Nine will impair the claims of, or payments to, the Trustee under or pursuant to Section 6.05 hereof. Subject to the provisions of Section 6.01, the Trustee shall not apply be entitled to conclusively rely on the delivery to a Trust Officer of a written notice by a Representative to establish that a notice has been given by a holder of Senior Liabilities (or a trustee or agent on behalf of any Affiliate such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of Representative to participate in any payment or distribution pursuant to this Article Nine, the Trustee may request such Person furnish evidence to the reasonable satisfaction of the Company acting Trustee as Paying Agentto the amount of Senior Liabilities held by the Representative, the extent to which the Representative is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Nine, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of the Representative pursuant to the terms of this Indenture pending judicial determination as to the rights of such Person to receive such payment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Liabilities with the same rights as set forth in this Article Nine as it would have if it were not Trustee. The Registrar and Any agent of the Paying Agent shall be entitled to Trustee may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Thirteen or any other provision of the Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any Obligations with respect to it that such payments are prohibited by the Notes to violate this Article 10Thirteen. The Company, Only the Company or a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to may give the notice. Prior to Nothing in this Article Thirteen shall impair the receipt of any such written noticeclaims of, or payments to, the Trustee shall be entitled in all respects conclusively under or pursuant to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentSection 707. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee Upon any payment or distribution of assets of the Company referred to in this Article Thirteen, the Trustee, subject to the provisions of Section 701, and the Holders of the Notes shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Thirteen. The Trustee shall not be deemed to owe any fiduciary duty to the rights holders of Senior Debt and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Notes or to the Company or to any other person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article Thirteen or otherwise. With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article 10 Thirteen and no implied covenants or obligations with respect to any holders of Senior Debt of shall be read into this Indenture against the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwiseTrustee.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of ---------------------------------- this Article 10Section 8 or any other provision of the Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Guarantee, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such paymentpayment written notice of facts that would cause the payment of any Obligations with respect to the Guarantee to violate this Section 8. Only the Guarantor or a Representative may give the notice. Nothing in this Section 8 shall impair the claims of, a Responsible Officer or payments to, the Trustee under or pursuant to Section 7.07 of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10Indenture. The Company, a Representative or a holder of Senior Debt of the Company Trustee shall be entitled to give rely on the notice; provided, however, that, if an issue delivery to it of a written notice by a person representing himself to be a holder of Guarantor Senior Debt (or a Representative of the Company such holder) to establish that such notice has been given by a Representative, only the holder of Guarantor Senior Debt (or a Representative shall be entitled to give the notice. Prior to the receipt of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Section 8, the Trustee shall be entitled in all respects conclusively may request such person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for amount 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 preceding sentencerights of such person under this Section 8, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Guarantee pending judicial determination as to the rights of such person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Guarantor Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 10.03, the Trustee or Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments unless, prior to or by such payment, a Trust Officer of the Trustee unless and untilreceives notice satisfactory to it that payments may not be made under this Article 10; provided, however, that if on a date not less than two Business Days prior to the date on which by the terms of such payment, a Responsible Officer this Indenture moneys deposited by the Company with the Trustee for the payment of the Securities shall have become payable for any purpose, the Trustee receives written or the Paying Agent shall not have received with respect to such moneys the notice satisfactory to it that such payments are prohibited by provided for in this Article 10, then the Trustee or such Payment Agent will have full power and authority to apply the same to the purpose for which they were received. Nothing herein will be construed to relieve any Securityholder from duties imposed upon it under Section 10.05 with respect to moneys received in violation of the provisions of this Article. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to may give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to may give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 11.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 1011; provided , however , that notwithstanding the foregoing, the subordination of the Guarantees to the Designated Senior Indebtedness of the Guarantors shall not be affected and the Holders receiving any payments in contravention of Section 11.02 and/or 11.03 (and such respective payments) shall otherwise be subject to the provisions of this Article 11. The CompanyA Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Designated Senior Debt Indebtedness of the Company such Guarantor shall be entitled to give the noticenotice that payments may not be made under this Article 11; providedprovided , howeverhowever , that, if an issue of Designated Senior Debt Indebtedness of the Company such Guarantor has a Representative, only the Representative shall be entitled to give the such notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold any Designated Senior Debt Indebtedness of the Company a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 11 with respect to any Designated Senior Debt Indebtedness of the Company a Guarantor which may at any time be held by it, to the same extent as any other holder of such Designated Senior DebtIndebtedness; and nothing in Article 7 hereof shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 11 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each hereof or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 11.03, the Trustee or Paying Agent shall any paying agent may continue to make payments on the Notes Subordinated Debt Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two three Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it the Trustee that such payments are prohibited by may not be made under this Article 10Eleven. The Company, the Registrar, any paying agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative shall be entitled to may give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate behalf of the Company acting as Paying AgentHolders of the Senior Indebtedness of that issue. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to any paying agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 Eleven with respect to any Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 Seven shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 Eleven shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof7.07. Subject to the provisions of Section 7.01, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Indebtedness (or a trustee or agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee or agent on behalf of any such holder). In the event that the Trustee determines in each good faith that further evidence is required with respect to the right of its capacities hereunder shall not be subordinated any person as a holder of Senior Indebtedness to participate in any Senior Debt payment or distribution pursuant to this Article, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Company Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or otherwisedistribution and any other facts pertinent to the rights of such person under this Article, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person to receive such payment.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10, the The Trustee or Paying any Payment Agent shall may continue to make payments on in respect of the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilsuch payment unless, not less than two three Business Days prior to the date of any such payment, a Responsible Officer of the Trustee receives written notice reasonably satisfactory to it that such payments are prohibited by in respect of the Securities may not be made under this Article 10Article. The Only the Company, a Representative (satisfactorily identified to the Trustee) or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue a class of Senior Debt of Indebtedness that has no Representative (satisfactorily identified to the Company has a Representative, only the Representative shall be entitled to Trustee) may give the notice. Prior to the receipt of any such written notice, the Trustee and any Paying Agent shall be entitled in all respects conclusively to presume assume that no such fact existsfacts exist. Unless the Trustee shall have received the notice provided for in the preceding sentenceIn any case, the Trustee shall have full power and authority to receive such payment and to apply the same no responsibility to the purpose holders of Senior Indebtedness for which it was received and payments made to Holders by the Company or any Paying Agent unless cash payments are made at the direction of the Trustee after receipt of such notice referred to above. Neither the Trustee nor any Payment Agent shall not be affected by deemed to owe any notice fiduciary duty to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate holders of the Company acting as Paying AgentSenior Indebtedness. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights obligations as are specifically set forth in this Article 10 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be liable to any holder of Senior Debt of Indebtedness if it shall mistakenly pay over or deliver to Holders, the Company which may at any time be held by it, to the same extent as or any other Person moneys or assets to which any holder of such Senior Debt; and nothing in Article 7 Indebtedness shall deprive the Trustee be entitled by virtue of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 1012, the Trustee or Paying Agent shall continue to make payments on the Notes any Guarantee and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 1012. The Company, Holdings or the relevant Guarantor, a Representative or a holder of Senior Debt of Holdings or such Guarantor (as the Company case may be) shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of Holdings or any Guarantor (as the Company case may be) has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee Trustee, shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and any authority to receive such payment and to apply the same to the purpose for which it was received received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt of the Company Holdings or any Guarantor with the same rights it would have if it were not the Trustee. The Registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Senior Debt of the Company Holdings or any Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 12 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company Holdings or a Guarantor or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything The Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities, but failure to give such notice shall not affect the subordination of the Securities to the Senior Indebtedness provided in this Article 10X and shall not result in any default or event of default under this Indenture or the Securities. Notwithstanding Section 10.3, the Trustee or Paying Agent shall may continue to make payments on pay the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of any such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. X. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness or Guarantor Senior Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company Indebtedness or Guarantor Senior Indebtedness has a Representative, only the Representative may give the notice. Nothing in this Section 10.9 is intended to or shall relieve any Securityholder from the obligations imposed under this Article X with respect to monies or other distributions received in violation of the provisions hereof. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness or Guarantor Senior Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 X with respect to any Senior Debt of the Company Indebtedness or Guarantor Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness or Guarantor Senior Indebtedness; and nothing in Article 7 VII shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 X shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.7.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10Fourteen or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two Business Days the Trustee shall have received at its Corporate Trust Office prior to the date of such paymentpayment written notice of facts that would cause the payment of any obligations with respect to the Notes to violate this Article Fourteen. Nothing in this Article Fourteen shall impair the claims of, a Responsible Officer of or payments to, the Trustee receives under or pursuant to Section 6.06 hereof. The Trustee shall be entitled to rely on the delivery to it of a written notice satisfactory by a person representing himself to it that such payments are prohibited by this Article 10. The Company, a Representative or be a holder of Senior Debt Indebtedness (or a representative of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has Indebtedness (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt representative of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee shall be entitled in all respects conclusively may request such Person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the preceding sentencerights of such Person under this Article Fourteen, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such Person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities to Senior Indebtedness. Notwithstanding anything in this Article 10Section 10.3, the Trustee or Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentRepresentative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.7.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 1703 hereof, the Second-Priority Trustee or any Paying Agent shall may continue to make payments on the Second-Priority Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Second-Priority Trustee receives written notice satisfactory to it him that such payments are prohibited by may not be made under this Article 1017. The CompanyA Subsidiary Guarantor, the Second-Priority Notes Registrar, the Paying Agent, a Representative or a holder of Senior Debt Designated First Lien Indebtedness of the Company such Subsidiary Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt Designated First Lien Indebtedness of the Company such Subsidiary Guarantor has a Representative, only the such Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Second-Priority Trustee in its individual or any other capacity shall be entitled to hold Senior Debt Designated First Lien Indebtedness of the Company a Subsidiary Guarantor with the same rights it would have if it were not Second-Priority Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Second-Priority Trustee shall be entitled to all the rights set forth in this Article 10 17 with respect to any Senior Debt Designated First Lien Indebtedness of the Company a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior DebtDesignated First Lien Indebtedness; and nothing in Article 7 shall deprive the Second-Priority Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 17 shall apply to claims of, or payments to, the contrarySecond-Priority Trustee or the Second-Priority Collateral Agent on account of fees, all expenses, indemnities or other amounts owed to the Trustee (including amounts owed payable or reimbursable under or pursuant to Sections 607 or 1411 hereof or any other Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. 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 Notes. Notwithstanding anything in the provisions of this Article 10X or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee (other than pursuant to Section 10.4), and the Trustee may continue to make payments on the Notes, unless and until, not less than a Trust Officer shall have received at least two Business Days business days prior to the date of such payment, a Responsible Officer of the Trustee receives payment or distribution written notice satisfactory of facts that would cause such payment or distribution with respect to it that such payments are prohibited by the Notes to violate this Article 10. The Company, X. Only the Company or a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to may give the notice. Prior Nothing contained in this Article X shall impair or extend to the receipt of any such written noticeclaims of, or payments or distributions to, the Trustee shall be entitled in all respects conclusively under or pursuant to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentSection 7.7 hereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall not be liable to any holder of Senior Debt in the event that the Trustee, acting in good faith, shall pay over or distribute to the Holders, the Company, or any other Person, any payment or property to which any holders of Senior Debt are entitled to all the rights set forth by virtue of this Article X or otherwise. Nothing contained in this Article 10 with respect paragraph shall affect the obligation to any Senior Debt of hold such payment for the Company which may at any time be held by itbenefit of, and to pay such payment over to the same extent as any other holder holders of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10Eleven or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any Obligations with respect to it that such payments are prohibited by the Notes to violate this Article 10Eleven. The Company, Only the Issuer or a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to may give the notice. Prior to Nothing in this Article Eleven shall impair the receipt of any such written noticeclaims of, or payments to, the Trustee shall be entitled in all respects conclusively under or pursuant to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentSection 7.06 hereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Notes or to the Issuer or to any other person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article Eleven or otherwise. With respect to all the rights holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article 10 Indenture and no implied covenants or obligations with respect to any holders of Senior Debt of shall be read into this Indenture against the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwiseTrustee.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 12.03, the Trustee or Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 1012. The CompanyA Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt Indebtedness of the Company shall be entitled to a Subsidiary Guarantor may give the notice; providedPROVIDED, howeverHOWEVER, that, if an issue of Senior Debt Indebtedness of the Company a Subsidiary Guarantor has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness of a Subsidiary Guarantor (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentRepresentative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt Indebtedness of the Company a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Senior Debt Indebtedness of the Company a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness of such Senior DebtSubsidiary Guarantor; and nothing in Article 7 VII shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 12 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 1011 or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least three Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any Obligations with respect to it that such payments are prohibited by the Notes to violate this Article 10. The Company11; and, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if the Trustee shall not have received such written notice prior to the notice provided date upon which by the terms hereof any money may become payable for in any purpose (including, without limitation, the preceding sentencepayment of the principal of, premium, if any, or interest on any Note or other Obligations under this Indenture), then, anything herein contained to the contrary notwithstanding, but without limiting the rights and remedies of the holders of Senior Debt or any trustee, fiduciary or agent thereof, the Trustee shall have full power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing , nor shall not apply to any Affiliate the Trustee be charged with knowledge of the Company acting as Paying Agentcuring of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to such effect. Only the Issuer or a Representative may give the notice. Nothing in this Article 11 shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything Neither the Trustee nor any Paying Agent shall at any time be charged with the knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee or Paying Agent under this Article 10, unless and until the Trustee or Paying Agent shall have received at its Corporate Trust Office a Payment Blockage Notice; and, prior to the receipt of any such written notice, the Trustee or Paying Agent shall be entitled to assume conclusively that no such facts exist. The Trustee shall be entitled to rely on the delivery to it of written notice by a Person representing itself to be a holder of Senior Debt (or a Representative thereof) to establish that such notice has been given. In the event that the Trustee or Paying Agent determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 10, the Trustee or Paying Agent shall continue may request such Person to make payments on furnish evidence to the Notes and shall not be charged with knowledge reasonable satisfaction of the existence Trustee or Paying Agent as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts that pertinent to the rights of such Person under this Article 10 would prohibit the making of any payments to or by 10, and if such evidence is not furnished, the Trustee unless and until, not less than two Business Days prior or Paying Agent may defer any payment to such Person pending judicial determination as to the date right of such Person to receive such payment, a Responsible Officer of . Only the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10. The Company, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company that has a Representative, only the no Representative shall be entitled to may give the notice. Prior to Nothing in this Article 10 shall impair the receipt of any such written noticeclaims of, or payments to, the Trustee shall be entitled in all respects conclusively under or pursuant to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentSection 7.07 hereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10Section 8 or any other provision of the Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Guarantee, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such paymentpayment written notice of facts that would cause the payment of any Obligations with respect to the Guarantee to violate this Section 8. Only the Guarantor or a Representative may give the notice. Nothing in this Section 8 shall impair the claims of, a Responsible Officer or payments to, the Trustee under or pursuant to Section 7.7 of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10Indenture. The Company, a Representative or a holder of Senior Debt of the Company Trustee shall be entitled to give rely on the notice; provided, however, that, if an issue delivery to it of a written notice by a person representing himself to be a holder of Guarantor Senior Debt Indebtedness (or a Representative of the Company such holder) to establish that such notice has been given by a Representative, only the holder of Guarantor Senior Indebtedness (or a Representative shall be entitled to give the notice. Prior to the receipt of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Section 8, the Trustee shall be entitled in all respects conclusively may request such person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for amount of Guarantor Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the preceding sentencerights of such person under this Section 8, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Guarantee pending judicial determination as to the rights of such Person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Guarantor Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in any provisions of this Article 10Indenture to the contrary, the Trustee or and any Paying Agent shall may continue to make payments on the Notes Securities and shall not at any time be charged with knowledge of the existence of any facts that under this Article 10 which would prohibit the making of any such payments to or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee until it receives written notice (received by a Responsible Officer, in the case of the Trustee) reasonably satisfactory to it that such payments are prohibited by may not be made under this Article 10and, prior to the receipt of any such notice, the Trustee, subject to the provisions of Section 8.01, and any Agent shall be entitled to assume conclusively that no such facts exist. The Company, an Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if . If an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative (or any Representative, if more than one) may give the notice with respect to such Senior Indebtedness. The Trustee shall be entitled to give rely on the notice. Prior delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a Representative) to establish that such notice has been given by a holder of Senior Indebtedness (or a Representative), and shall be entitled to rely on any written notice by a Person representing himself to be a holder of Senior Indebtedness to the receipt effect that such issue of Senior Indebtedness has no Representative. Except as provided in Section 9.02, any deposit of monies by the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of the principal of or premium, if any, or interest on, or Fundamental Change Purchase Price or applicable Redemption Price, if any, of any Securities shall be subject to the provisions of this Article 12, except that if, at least three Business Days prior to the date on which by the terms of this Indenture any such written noticemonies may become payable for any purpose (including, without limitation, the payment of principal of, or premium, if any, or interest on any Security), the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall not have received with respect to such monies the notice provided for in the preceding sentencethis Section 12.13, then the Trustee shall have full power and authority to receive such payment monies and to apply the same to the purpose for which it was they were received and shall not be affected by any notice to the contrary which may be received by it within three business days prior to or on or after such date. The foregoing This Section shall be construed solely for the benefit of the Trustee and Paying Agent and shall not apply otherwise affect the rights of holders of Senior Indebtedness. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Affiliate Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Company acting Trustee as Paying Agentto the amount of the Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive payment. The Trustee shall not be deemed to owe any fiduciary duty to holders of Senior Indebtedness by virtue of the provisions of this Article 12. The Trustee’s responsibilities to the holders of Senior Indebtedness are limited to those set forth in this Article and no implied covenants or obligations shall be read into this Indenture. The Trustee shall not become liable to the holders of Senior Indebtedness if it makes a payment prohibited by this Article in good faith. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth Nothing in this Article 10 with respect shall apply to any Senior Debt of the Company which may at any time be held by itclaims of, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive or payments to, the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise8.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 13.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it him that such payments are prohibited by may not be made under this Article 10XIII. The CompanyA Servicing Guarantor, the Registrar, the Paying Agent, a Representative trustee, agent or representative or a holder of Senior Debt Indebtedness of the Company such Servicing Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt Indebtedness of the Company such Servicing Guarantor has a Representativetrustee, agent or representative, only the Representative trustee, agent or representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt Indebtedness of the Company a Servicing Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 XIII with respect to any Senior Debt Indebtedness of the Company a Servicing Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 VII shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 XIII shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each hereof or any other Section of its capacities hereunder shall not this Indenture. Distribution or Notice to Representative. Whenever a distribution is to be subordinated made or a notice given to any holders of Senior Debt Indebtedness of a Servicing Guarantor, the Company distribution may be made and the notice given to their trustee, agent or otherwiserepresentative (if any).

Rights of Trustee and Paying Agent. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities to Senior Indebtedness. Notwithstanding anything in this Article 10Section 10.3, the Trustee or Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact existsnotice has been given by a holder of such Senior Indebtedness or Representative thereof. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. 118 109 The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.7.

Rights of Trustee and Paying Agent. The Company shall ----------------------------------- give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities (if they are at such time subordinate) to Senior Indebtedness. Notwithstanding anything in this Article 10Section 10.03, the Trustee or Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company -------- ------- Indebtedness has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentRepresentative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10XII or any other provisions of this Indenture, the Trustee or Paying Agent shall any paying agent may continue to make payments on the Notes Subordinated Debt Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to such payments, or the taking of any other action by the Trustee Trustee, unless and until, not less than two Business Days prior to the date of such payment, until a Responsible Trust Officer of the Trustee receives shall have received at the Corporate Trust Office of the Trustee written notice satisfactory to it that such payments are prohibited by this Article 10. The Companythereof from the Issuer, a Representative any Holder of Debt Securities, any paying agent of the Issuer or a the holder or representative of any class of Senior Debt of the Company shall be entitled to give the noticeIndebtedness; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior to and before the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the preceding sentencedate upon which, by the terms hereof, any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on, or additional amounts owing in respect of, any Debt Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have full all power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on during or after such datetwo Business Day period. The foregoing shall not apply to Issuer, the Registrar, any Affiliate paying agent, a Representative or a holder of Senior Indebtedness may give the notice; provided, however, that, if an issue of Senior Indebtedness has a Representative, only the Representative may give the notice on behalf of the Company acting as Paying AgentHolders of the Senior Indebtedness of that issue. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to any paying agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 XII with respect to any Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Section 313 of the TIA, Article 7 VII or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 XII shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwiseSections 3.03 and 7.06.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10Ten or any other provision of the Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least one Business Days Day prior to the date of such paymentpayment written notice of facts that would cause the payment of any obligations with respect to the Notes to violate this Article. Only the Company or a Representative may give the notice. Nothing in this Article Ten shall impair the claims of, a Responsible Officer or payments to, the Trustee under or pursuant to Section 607 of the Original Indenture. The Trustee receives shall be entitled to rely on the delivery to it of a written notice satisfactory by a Person representing himself to it that such payments are prohibited by this Article 10. The Company, a Representative or be a holder of Senior Debt Indebtedness (or a Representative of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has Indebtedness (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Ten, the Trustee shall be entitled in all respects conclusively may request such Person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the preceding sentencerights of such Person under this Article Ten, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such Person pursuant to the terms of the Indenture pending judicial determination as to the rights of such Person to receive such payment and to apply the same to the purpose for which it was received and payment. The Trustee shall not be affected liable for any action it takes or omits to take in good faith that it reasonably believes to be authorized or within the rights or powers conferred upon it by the Indenture or any notice to supplement thereto; provided that the contrary which may be received by it on Trustee’s conduct does not constitute willful misconduct, negligence or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentbad faith. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to Any agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 10.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it him that payments may not be made under this Article 10; provided that notwithstanding the foregoing, the subordination of the Obligations under the Notes to Senior Indebtedness of the Issuer shall not be affected and the Holders receiving any payments in contravention of Section 10.02 and/or 10.03 (and such payments are prohibited by respective payments) shall otherwise be subject to the provisions of this Article 10. The CompanyIssuer, the Registrar, the Paying Agent, a Representative or a holder of Senior Debt Indebtedness of the Company Issuer shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt Indebtedness of the Company Issuer has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt Indebtedness of the Company Issuer with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt Indebtedness of the Company Issuer which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each hereof or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 10.03, the Trustee or Paying Agent shall continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than one Business Day (or if notice is received after 1:00 p.m., New York City time, two Business Days Days) prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 10. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt Indebtedness of the Company shall be entitled to give the notice; providedPROVIDED, howeverHOWEVER, that, if an issue of Senior Debt Indebtedness of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior Nothing in this Section 10.09 is intended to or shall relieve any Securityholder from the receipt of any such written notice, obligations imposed under Section 10.05 with respect to payments or distributions received (whether from the Trustee shall be entitled or otherwise) in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate violation of the Company acting as Paying Agentprovisions hereof. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt Indebtedness of the Company with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt Indebtedness of the Company which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed in its capacity as such) under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 12.03, the Trustee or Paying Agent shall continue to make payments on the Notes any Guaranty and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than one Business Day (or if notice is received after 1:00 p.m., New York City time, two Business Days Days) prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 1012. The Company, the relevant Guarantor, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt Indebtedness of the Company such Guarantor shall be entitled to give the notice; providedPROVIDED, howeverHOWEVER, that, if an issue of Senior Debt Indebtedness of the Company any Guarantor has a Representative, only the Representative shall be entitled to give the notice. Prior Nothing in this Section 12.09 is intended to or shall relieve any Securityholder from the receipt of any such written notice, obligations imposed under Section 12.05 with respect to payments to distributions received (whether from the Trustee shall be entitled or otherwise) in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate violation of the Company acting as Paying Agentprovisions hereof. The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt Indebtedness of the Company any Guarantor with the same rights it would have if it were not the Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Senior Debt Indebtedness of the Company any Guarantor which may at any time be held by it, 107 to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 12 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed in its capacity as such) under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. The Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Notes. Failure to give such notice shall not affect the subordination of the Notes to Senior Indebtedness of the Company. Notwithstanding anything in this Article 10Section 1403, the Trustee or Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 10XIV. The Company, the Note Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; provided, however, that, if an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative may give the notice. The Trustee shall be entitled to give rely on the notice. Prior delivery to the receipt it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a Representative of such written notice, the Trustee shall be entitled in all respects conclusively holder) to presume establish that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive has been given by a holder of such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on Senior Indebtedness or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentRepresentative thereof. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not the Trustee. The Note Registrar and co-registrar 121 and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 XIV with respect to any Senior Debt of the Company which Indebtedness that may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 VII shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 XIV shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise707.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 12.03 hereof, the Trustee or any Paying Agent shall may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee unless and untilunless, not less than two three Business Days prior to the date of such payment, a Responsible Trust Officer at the Corporate Trust Office of the Trustee receives written notice satisfactory to it him that such payments are prohibited by may not be made under this Article 10. The Company12; and, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice. Prior prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects conclusively to presume assume that no such fact exists. Unless facts exist; provided, however, that if a Trust Officer of the Trustee shall not have received received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of principal, premium, if any, and 140 Exhibit 4.81 interest, the redemption price or the Change of Control Payment, as the case may be, in respect of any Note), the notice with respect to such money provided for in this Section 12.09 then, anything herein contained to the preceding sentencecontrary notwithstanding, the Trustee shall have full power and authority to receive such payment money and to apply the same to the purpose for which it such money was received and shall not be affected by any notice to the contrary which may be received by it on or after within three Business Days prior to such date. The foregoing Holdings, a Holdings Representative, a holder of Holdings Senior Indebtedness or any trustee of or agent thereof shall not apply be entitled to any Affiliate give the notice; provided, however, that, if an issue of Holdings Senior Indebtedness has a Holdings Representative, only the Company acting as Paying AgentHoldings Representative shall be entitled to give the notice. The Trustee in its individual or any other capacity shall be entitled to hold Holdings Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Holdings Senior Debt of the Company Indebtedness which may at any time be held by it, to the same extent as any other holder of such Holdings Senior DebtIndebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 12 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each hereof or any other Section of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwisethis Indenture.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 1012, the Trustee or Paying Agent shall continue to make payments on the Notes any Guarantee, and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any payments to or by the Trustee Trustee, unless and until, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 1012. The Company, Holdings or the relevant Guarantor, a Representative or a holder of Senior Debt of Holdings or such Guarantor (as the Company case may be) shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of Holdings or any Guarantor (as the Company case may be) has a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee Trustee, in its individual or any other capacity capacity, shall be entitled to hold Senior Debt of the Company Holdings or any Guarantor with the same rights it would have if it were not the Trustee. The Registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Senior Debt of the Company Holdings or any Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.such

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 1010 or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such paymentpayment written notice of facts that would cause the payment of any obligations with respect to the Notes to violate this Article. Only the Issuers or a Representative may give the notice. Nothing in this Article 10 shall impair the claims of, a Responsible Officer of or payments to, the Trustee receives under or pursuant to Section 7.07 hereof. The Trustee shall be entitled to rely on the delivery to it of a written notice satisfactory by a person representing himself to it that such payments are prohibited by this Article 10. The Company, a Representative or be a holder of Senior Debt (or a Representative of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled in all respects conclusively may request such person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for 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 preceding sentencerights of such person under this Article 10, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 14.03, the Trustee or Paying Agent shall paying agent may continue to make payments on the Notes Debt Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Officer an officer of the Trustee responsible for the administration of this Indenture receives written notice satisfactory to it in accordance with Section 15.03 that such payments are prohibited by may not be made under this Article 10Fourteen. The Company, the Debt Security registrar or co-registrar, the paying agent, a Representative or a holder of Senior Debt of the Company shall be entitled to Indebtedness may give the notice; providedPROVIDED, howeverHOWEVER, that, if an issue of Senior Debt of the Company Indebtedness has a Representative, only the Representative Representative, rather than a holder of Senior Indebtedness, may give the notice. The Trustee shall be entitled to give assume that any prohibition on the notice. Prior right of the Company to pay the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice Debt Securities provided for in the preceding sentence, this Article Fourteen has not terminated unless an officer of the Trustee shall have full power and authority to receive responsible for the administration of this Indenture receives written notice of such payment and to apply the same to the purpose for which it was received and shall not be affected by termination in accordance with Section 15.03 from any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentPersons specified in the foregoing sentence. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company Indebtedness with the same rights it would have if it were not Trustee. The Registrar Debt Security registrar and co-registrar and the Paying Agent shall be entitled to paying agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 Fourteen with respect to any Senior Debt of the Company Indebtedness, which may at any time be held by it, to the same extent as any other holder of such Senior DebtIndebtedness; and nothing in Article 7 Seven shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 Fourteen shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwiseArticle Seven.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 10Ten or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 which would prohibit the making of any payments to payment or distribution by the Trustee, or the taking of any action by the Trustee, and the Trustee or Paying Agent may continue to make payments on the Notes unless and until, not less than two a Trust Officer of the Trustee shall have received at least five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any Obligations with respect to it that such payments are prohibited by the Notes to violate this Article 10Ten. The Only the Company, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company that has a Representative, only the no Representative shall be entitled to may give the notice. Prior In the event that the Trustee determines in good faith that further evidence is required with respect to the receipt right of any such written noticeperson as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee shall be entitled in all respects conclusively may request such person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for 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 preceding sentencerights of such person under this Article, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the term of this Indenture pending judicial determination as to the rights of such person to receive such payment and to apply the same to the purpose for which it was received and payment. Nothing in this Article Ten shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of amounts due to, or impair the Company acting as Paying Agentclaims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof. -81- The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Section 12.03, the Trustee or Paying Agent shall may continue to make payments on the Notes Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments to or by the Trustee unless and untilunless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by may not be made under this Article 1012; provided, however, that if on a date not less than two Business Days prior to the date on which by the terms of this Indenture moneys deposited by the Company with the Trustee for the payment of the Securities shall have become payable for any purpose, the Trustee or the Paying Agent shall not have received with respect to such moneys the notice provided for in this Article 12, then the Trustee or such Payment Agent will have full power and authority to apply the same to the purpose for which they were received. Nothing herein will be construed to relieve any Securityholder from duties imposed upon it under Section 12.05 with respect to moneys received in violation of the provisions of this Article. The Company, the relevant Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt of the Company shall be entitled to any Subsidiary Guarantor may give the notice; provided, however, that, if an issue of Senior Debt of the Company any Subsidiary Guarantor has a Representative, only the Representative shall be entitled to may give the notice. Prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agent. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not the Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 12 with respect to any Senior Debt of the Company any Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything Nothing in this Article 10 12 shall apply to the contraryclaims of, all amounts owed to or payments to, the Trustee (including amounts owed under or pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise7.07.

Rights of Trustee and Paying Agent. Notwithstanding anything in the provisions of this Article 1010 or any other provision of this Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall will not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless and until, not less than two Business Days the Trustee has received at its Corporate Trust Office prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any Obligations with respect to it that such payments are prohibited by the Notes to violate this Article 10. Nothing in this Article 10 will impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof. The Company, Trustee shall be entitled to rely on the delivery to it of a Representative or written notice by a Person representing himself to be a holder of Senior Debt (or a representative of the Company shall be entitled such holder) to give the notice; provided, however, that, if an issue establish that such notice has been given by a holder of Senior Debt of the Company has (or a Representative, only the Representative shall be entitled to give the notice. Prior to the receipt representative of any such written noticeholder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled in all respects conclusively may request such Person to presume that no such fact exists. Unless furnish evidence to the reasonable satisfaction of the Trustee shall have received as to the notice provided for 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 preceding sentencerights of such Person under this Article 10, and if such evidence is not furnished, the Trustee shall have full power and authority may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such Person to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying Agentpayment. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

Rights of Trustee and Paying Agent. Notwithstanding anything in this Article 10Fifteen or any other provision of the Indenture, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of any facts that under this Article 10 would prohibit the making of any payments to payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on any Note Guarantee, unless and until, not less than two the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives payment written notice satisfactory of facts that would cause the payment of any Obligations with respect to it that such payments are prohibited by Note Guarantee to violate this Article 10Fifteen. The Only the Company, a Representative Guarantor or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to may give the notice. Prior to Nothing in this Article Fifteen shall impair the receipt of any such written noticeclaims of, or payments to, the Trustee shall be entitled in all respects conclusively under or pursuant to presume that no such fact exists. Unless the Trustee shall have received the notice provided for in the preceding sentence, the Trustee shall have full power and authority to receive such payment and to apply the same to the purpose for which it was received and shall not be affected by any notice to the contrary which may be received by it on or after such date. The foregoing shall not apply to any Affiliate of the Company acting as Paying AgentSection 707. The Trustee in its individual or any other capacity shall be entitled to may hold Senior Debt of the Company any Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Any Agent shall be entitled to may do the same with like rights. The Trustee Upon any payment or distribution of assets of a Guarantor referred to in this Article Fifteen, the Trustee, subject to the provisions of Section 701, and the Holders of the Notes shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of Senior Debt and other indebtedness of a Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen. The Trustee shall not be deemed to owe any fiduciary duty to the rights holders of Senior Debt and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Notes or to a Guarantor or to any other person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article Fifteen or otherwise. With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article 10 Fifteen and no implied covenants or obligations with respect to any holders of Senior Debt of shall be read into this Indenture against the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.Trustee