Common use of Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice Clause in Contracts

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. 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. Neither the Trustee nor the Paying Agent shall at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or the Paying Agent, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or from any representative therefor; 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. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee on behalf of, or representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished, the Trustee may defer any payment 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 shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Subordinated Securities. Neither Notwithstanding the provisions of this Article or any provision of this Indenture, the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or the Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or trustee; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections and , shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines determines, in good faith faith, that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness to participate in any payment payments or distribution pursuant to of this Article XII, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such personPerson, as to the extent to which such person Person is entitled to participate in such payment or distribution distribution, and any as to other facts pertinent to the rights of such person Person under this Article XII, 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 Person pending judicial determination as to the rights right of such person Person to receive such payment. The Trustee Trustee, however, 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 nothing in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII shall apply to claims of, or otherwise. With respect to the holders of Senior Indebtednesspayments to, the Trustee undertakes under or pursuant to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the TrusteeSection .

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Subordinated Securities. Neither Notwithstanding the provisions of this Article ____ or any provision of this Indenture, the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or the Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or trustee; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections ___ and ___, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines determines, in good faith faith, that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness to participate in any payment payments or distribution pursuant to of this Article XII____, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such personPerson, as to the extent to which such person Person is entitled to participate in such payment or distribution distribution, and any as to other facts pertinent to the rights of such person Person under this Article XII____, 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 Person pending judicial determination as to the rights right of such person Person to receive such payment. The Trustee Trustee, however, 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 nothing in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII ____ shall apply to claims of, or otherwise. With respect to the holders of Senior Indebtednesspayments to, the Trustee undertakes under or pursuant to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the TrusteeSection ___.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. 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. Neither the Trustee nor the Paying Agent shall at any time not be charged with the knowledge of the existence of any facts which would prohibit default in the making payment of all or a portion of any payment to Senior Indebtedness or by any other default affecting Senior Indebtedness as a result of which the Trustee or maturity of the Paying AgentSenior Indebtedness has been accelerated, unless and until a Responsible Officer of the Trustee or Paying Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or from any trustee, representative or agent therefor; and, prior to the receipt of any such written notice, the Trustee or Paying Agent shall be entitled to may conclusively assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which when by the terms of this Indenture any moneys monies are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the premium, if any, or interest on any SecurityDebenture), the Trustee or Paying Agent shall have received with respect to such moneys monies the notice provided for in the preceding sentenceSection 10.02, the Trustee or Paying Agent shall have full power and authority to receive and apply such moneys and to apply the same monies to the purpose for which they were received and received. Neither of them shall not be affected by any notice to the contrary contrary, which may be received by it either on or after such datesecond Business Day. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.0210.02. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee trustee, representative or agent on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee trustee, representative or representative agent on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished, the Trustee may defer any payment 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 shall not be deemed to owe have any duty to the holders of Senior Indebtedness (and shall not be liable to any fully protected in relying upon such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders notice) of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee 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. Neither the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, and the Trustee or shall not be required to withhold payment to the Paying AgentHolders of Securities as provided in Section 14.4(d), unless and until the Trustee or Paying Agent shall have received written notice thereof at its Corporate Trust Office from the Company a Guarantor or from one or more holders of Senior Indebtedness of such Guarantor or from any representative thereforthereof or trustee therefor identifying the specific sections of this Indenture involved and describing in detail the facts that would obligate the Trustee to withhold payments to Holders of Securities, as well as any other facts required by the next succeeding paragraph of this Section 14.8; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections 6.1 and 6.2, shall be entitled to assume conclusively that no such facts exist. Unless ; provided, however, that, if the Trustee shall not have received any such written notice provided for in this Section 14.8 at least two (2) three Business Days prior to preceding the date on upon which by the terms of this Indenture hereof any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) become payable for any purpose (including, without limitation, the payment of either the principal of or the interest interest, if any, on any Security), then, anything herein contained to the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentencecontrary notwithstanding, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which that may be received by it on or after within three Business Days preceding such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself or itself to be a holder of such Senior Indebtedness of a Guarantor (or a trustee on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness of such Guarantor or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article XIIFourteen, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of such Guarantor held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XIIFourteen, and if such evidence is not furnished, 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 right of such person to receive such payment. The Trustee shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. 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. Neither the Trustee nor the Paying Agent shall at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or the Paying Agent, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or from any representative therefor; 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. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 12.9 or Section 12.03 12.3 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.0212.2. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee on behalf of, or representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished, the Trustee may defer any payment 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 shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee 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. Neither the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or the Paying AgentTrustee, unless and until the Trustee or Paying Agent shall have received written notice thereof at its Corporate Trust Office from the Company or any Guarantor or from one or more holders of Guarantor Senior Indebtedness Debt or from any representative thereof or trustee therefor; , and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections 8.1 and 8.2 hereof, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by fully protected in making any notice to the contrary which may be received by it on or after such date. Nothing contained payment in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02any such event. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Guarantor Senior Indebtedness Debt (or a trustee on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness Debt or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person Person as a holder of Guarantor Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article XIIXIV, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness Debt held by such personPerson, the extent to which such person Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person Person under this Article XIIXIV, and 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 Person pending judicial determination as to the rights right of such person Person to receive such payment. The Trustee shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee 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. Neither the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or the Paying AgentTrustee, unless and until the Trustee or Paying Agent a Responsible Officer shall have received at its corporate trust department timely written notice thereof from the Company or from one or more holders of Senior Indebtedness or from any trustee thereof or representative therefor; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Article Six, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it a Responsible Officer of a timely written notice by a person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee or representative on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holderholder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII13, 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 XII13, and if such evidence is not furnished, 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 right of such person to receive such payment. The Trustee shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Subordinated Securities. Neither Notwithstanding the provisions of this Article ___ or any provision of this Indenture, the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or the Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or trustee; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections ___ and ___, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines determines, in good faith faith, that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness to participate in any payment payments or distribution pursuant to of this Article XII___, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such personPerson, as to the extent to which such person Person is entitled to participate in such payment or distribution distribution, and any as to other facts pertinent to the rights of such person Person under this Article XII___, 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 Person pending judicial determination as to the rights right of such person Person to receive such payment. The Trustee Trustee, however, 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 nothing in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII ___ shall apply to claims of, or otherwise. With respect to the holders of Senior Indebtednesspayments to, the Trustee undertakes under or pursuant to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the TrusteeSection ___.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. 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. Neither the Trustee nor the Paying Agent shall at any time not be charged with the knowledge of the existence of any facts default in the payment of all or a portion of Guarantor Senior Indebtedness or any other default affecting Guarantor Senior Indebtedness as a result of which would prohibit the making maturity of any payment to or by the Trustee or the Paying AgentGuarantor Senior Indebtedness has been accelerated, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company Guarantor or one or more holders of Guarantor Senior Indebtedness or from any trustee, representative or agent therefor; and, prior to the receipt of any such written notice, the Trustee or Paying Agent shall be entitled to may conclusively assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which when by the terms of this Indenture any moneys monies are to be deposited by the Company Guarantor with the Trustee or any Paying Agent (whether or not in trust) paying agent for any purpose (including, without limitation, the payment pursuant to the Guarantee of the principal of or the interest any premium or Interest on any Debt Security), the Trustee or Paying Agent paying agent shall have received with respect to such moneys monies the notice provided for in the preceding sentenceSection 15.02, the Trustee or Paying Agent paying agent shall have full power and authority to receive and apply such moneys and to apply the same monies to the purpose for which they were received and received. Neither of them shall not be affected by any notice to the contrary contrary, which may be received by it either on or after such datesecond Business Day. The foregoing shall not apply to the paying agent if the Guarantor is acting as paying agent. Nothing contained in this Section 12.09 or Section 12.03 15.08 shall limit the right of the holders of Guarantor Senior Indebtedness to recover payments as contemplated by Section 12.0215.02. The Trustee or paying agent shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Guarantor Senior Indebtedness (or a trustee trustee, representative or agent on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness or a trustee trustee, representative or representative agent on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished, the Trustee may defer any payment 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 shall not be deemed to owe have any fiduciary duty to the holders of Senior Indebtedness (and shall not be liable to any fully protected in relying upon such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders notice) of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Guarantor Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. 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. Neither the Trustee nor the Paying Agent shall at any time not be charged with the knowledge of the existence of any facts which would prohibit default in the making payment of all or a portion of any payment to Senior Indebtedness or by any other default affecting Senior Indebtedness as a result of which the Trustee or maturity of the Paying AgentSenior Indebtedness has been accelerated, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or from any trustee, representative or agent therefor; and, prior to the receipt of any such written notice, the Trustee or Paying Agent shall be entitled to may conclusively assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which when by the terms of this Indenture any moneys monies are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the premium, if any, or interest on any SecurityDebenture), the Trustee or Paying Agent shall have received with respect to such moneys monies the notice provided for in the preceding sentenceSection 10.02, the Trustee or Paying Agent shall have full power and authority to receive and apply such moneys and to apply the same monies to the purpose for which they were received and received. Neither of them shall not be affected by any notice to the contrary contrary, which may be received by it either on or after such datesecond Business Day. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.0210.02. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee trustee, representative or agent on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee trustee, representative or representative agent on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished, the Trustee may defer any payment 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 shall not be deemed to owe have any duty to the holders of Senior Indebtedness (and shall not be liable to any fully protected in relying upon such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders notice) of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee 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. Neither the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or the Paying Agent, unless and until a corporate trust officer of the Trustee or any Paying Agent shall have received at the addresses for notices set forth in Section 12.2, no later than two Business Days prior to such payment written notice thereof specifically referring to this Article XI from the Company or from one or more holders of Senior Indebtedness Debt or from any representative therefor; therefor and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections 7.1 and 7.2, shall be entitled in all respects conclusively to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02fact exists. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness Debt (or a trustee representative on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness Debt or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as Person who is a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article XIIXI, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such personPerson, the extent to which such person Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person Person under this Article XIIXI, and if such evidence is not furnished, 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 Person pending judicial determination as to the rights right of such person Person to receive such payment or until such time as the Trustee shall be otherwise satisfied as to the right of such Person to receive such payment. The Trustee shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the Securitiessubordination of the Debentures to Senior Indebtedness. Neither Notwithstanding the provisions of this or any other provisions of this Junior Indenture, the Trustee nor the or Paying Agent shall at any time not be charged with the knowledge of the existence of any facts which would prohibit default in the making payment of all or a portion of any payment to Senior Indebtedness or by any other default affecting Senior Indebtedness as a result of which the Trustee or maturity of the Paying AgentSenior Indebtedness has been accelerated, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or from any trustee, representative thereforor agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereof; and, prior to the receipt of any such written noticenotice or actual knowledge of a responsible Trust Officer in the corporate trust department of the Trustee or Paying Agent, the Trustee or Paying Agent shall be entitled to may conclusively assume conclusively that no such facts exist. . (b) Unless at least two (2) one Business Days Day prior to the date on which when by the terms of this Junior Indenture any moneys monies are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the premium, if any, or interest on any SecurityDebenture), the Trustee or Paying Agent shall have received with respect to such moneys monies the notice provided for in Section 10.02 or a responsible Trust Officer in the preceding sentencecorporate trust department of the Trustee or Paying Agent shall have actual knowledge of default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as the result of which the maturity of the Senior Indebtedness has been accelerated, the Trustee or Paying Agent shall have full power and authority to receive and apply such moneys and to apply the same monies to the purpose for which they were received and received. Neither of them shall not be affected by any notice to the contrary contrary, which may be received by it either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing contained in this Section 12.09 or Section 12.03 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.0210.02. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee trustee, representative or agent on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee trustee, representative or representative agent on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished, the Trustee may defer any payment 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 shall not be deemed to owe have any duty to the holders of Senior Indebtedness (and shall not be liable to any fully protected in relying upon such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders notice) of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee 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. Neither the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, and the Trustee or shall not be required to withhold payment to the Paying AgentHolders of Notes as provided in Section 10.02(d), unless and until the Trustee or Paying Agent shall have received written notice thereof at its Corporate Trust Office from the Company Issuer or from one or more holders of Senior Indebtedness Debt of the Issuer or from any representative thereforthereof or trustee therefor identifying the specific sections of this Indenture involved and describing in detail the facts that would obligate the Trustee to withhold payments to Holders of Notes, as well as any other facts required by the next succeeding paragraph of this Section 10.06; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Article 7, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness Debt of the Issuer (or a trustee on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness Debt of the Issuer or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness Debt of the Issuer to participate in any payment or distribution pursuant to this Article XII10, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such personPerson, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII10, and if such evidence is not furnished, 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 right of such person to receive such payment. The Trustee shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Subordinated Securities. Neither Notwithstanding the provisions of this Article Twelve or any provision of this Indenture, the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or the Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or trustee; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections 6.1 and 6.2, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines determines, in good faith faith, that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness to participate in any payment payments or distribution pursuant to of this Article XIITwelve, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such personPerson, as to the extent to which such person Person is entitled to participate in such payment or distribution distribution, and any as to other facts pertinent to the rights of such person Person under this Article XIITwelve, 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 Person pending judicial determination as to the rights right of such person Person to receive such payment. The Trustee Trustee, however, 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 nothing in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII Twelve shall apply to claims of, or otherwise. With respect to the holders of Senior Indebtednesspayments to, the Trustee undertakes under or pursuant to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the TrusteeSection 6.6.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee 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. Neither the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, and the Trustee or shall not be required to withhold payment to the Paying AgentHolders of Notes as provided in Section 11.02(d), unless and until the Trustee or Paying Agent shall have received written notice thereof at its Corporate Trust Office from the Company a Guarantor or from one or more holders of Senior Indebtedness Debt of a Guarantor or from any representative thereforthereof or trustee therefor identifying the specific sections of this Indenture involved and describing in detail the facts that would obligate the Trustee to withhold payments to Holders of Notes, as well as any other facts required by the next succeeding paragraph of this Section 11.06; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Article 7, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness Debt of a Guarantor (or a trustee on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness Debt of a Guarantor or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness Debt of a Guarantor to participate in any payment or distribution pursuant to this Article XII11, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt of a Guarantor held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII11, and if such evidence is not furnished, 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 right of such person to receive such payment. The Trustee shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the Securitiessubordination of the Debentures to Senior Indebtedness. Neither Notwithstanding the provisions of this or any other provisions of this Indenture, the Trustee nor the or Paying Agent shall at any time not be charged with the knowledge of the existence of any facts which would prohibit default in the making payment of all or a portion of any payment to Senior Indebtedness or by any other default affecting Senior Indebtedness as a result of which the Trustee or maturity of the Paying AgentSenior Indebtedness has been accelerated, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or from any trustee, representative thereforor agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereof; and, prior to the receipt of any such written noticenotice or actual knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agent, the Trustee or Paying Agent shall be entitled to may conclusively assume conclusively that no such facts exist. . (b) Unless at least two (2) one Business Days Day prior to the date on which when by the terms of this Junior Indenture any moneys monies are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the premium, if any, or interest on any SecurityDebenture), the Trustee or Paying Agent shall have received with respect to such moneys monies the notice provided for in Section 10.02 or a responsible Trust Officer in the preceding sentenceCorporate Trust Department of the Trustee or Paying Agent shall have actual knowledge of default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as the result of which the maturity of the Senior Indebtedness has been accelerated, the Trustee or Paying Agent shall have full power and authority to receive and apply such moneys and to apply the same monies to the purpose for which they were received and received. Neither of them shall not be affected by any notice to the contrary contrary, which may be received by it either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing contained in this Section 12.09 or Section 12.03 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.0210.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee trustee, representative or agent on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee trustee, representative or representative agent on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished, the Trustee may defer any payment 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 shall not be deemed to owe have any duty to the holders of Senior Indebtedness (and shall not be liable to any fully protected in relying upon such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders notice) of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the Securitiessubordination of the Debentures to Senior Indebtedness. Neither Notwithstanding the provisions of this or any other provisions of this Indenture, the Trustee nor the or Paying Agent shall at any time not be charged with the knowledge of the existence of any facts which would prohibit default in the making payment of all or a portion of any payment to Senior Indebtedness or by any other default affecting Senior Indebtedness as a result of which the Trustee or maturity of the Paying AgentSenior Indebtedness has been accelerated, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or from any trustee, representative thereforor agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereof; and, prior to the receipt of any such written noticenotice or actual knowledge of a responsible Trust Officer in the corporate trust department of the Trustee or Paying Agent, the Trustee or Paying Agent shall be entitled to may conclusively assume conclusively that no such facts exist. . (b) Unless at least two (2) one Business Days Day prior to the date on which when by the terms of this Junior Indenture any moneys monies are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the premium, if any, or interest on any SecurityDebenture), the Trustee or Paying Agent shall have received with respect to such moneys monies the notice provided for in Section 10.02 or a responsible Trust Officer in the preceding sentencecorporate trust department of the Trustee or Paying Agent shall have actual knowledge of default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as the result of which the maturity of the Senior Indebtedness has been accelerated, the Trustee or Paying Agent shall have full power and authority to receive and apply such moneys and to apply the same monies to the purpose for which they were received and received. Neither of them shall not be affected by any notice to the contrary contrary, which may be received by it either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing contained in this Section 12.09 or Section 12.03 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.0210.02. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee trustee, representative or agent on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee trustee, representative or representative agent on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished, the Trustee may defer any payment 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 shall not be deemed to owe have any duty to the holders of Senior Indebtedness (and shall not be liable to any fully protected in relying upon such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders notice) of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Subordinated Securities. Neither Notwithstanding the provisions of this Article ____ or any provision of this Indenture, the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or the Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or trustee; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections ___ and ___, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines determines, in good faith faith, that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness to participate in any payment payments or distribution pursuant to of this Article XII____, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such personPerson, as to the extent to which such person Person is entitled to participate in such payment or distribution distribution, and any as to other facts pertinent to the rights of such person Person under this Article XII____, 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 Person pending judicial determination as to the rights right of such person Person to receive such payment. The Trustee Trustee, however, 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 nothing in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII ____ shall apply to claims of, or otherwise. With respect to the holders of Senior Indebtednesspayments to, the Trustee undertakes under or pursuant to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the TrusteeSection __.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Subordinated Securities. Neither Notwithstanding the provisions of this Article ____ or any provision of this Indenture, the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or the Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or trustee; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections ___ and ___, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines determines, in good faith faith, that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness to participate in any payment payments or distribution pursuant to of this Article XII____, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such personPerson, as to the extent to which such person Person is entitled to participate in such payment or distribution distribution, and any as to other facts pertinent to the rights of such person Person under this Article XII____, 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 Person pending judicial determination as to the rights right of such person Person to receive such payment. The Trustee Trustee, however, 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 nothing in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII ____ shall apply to claims of, or otherwise. With respect to the holders of Senior Indebtednesspayments to, the Trustee undertakes under or pursuant to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the TrusteeSection _.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee 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. Neither the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, and the Trustee or shall not be required to withhold payment to the Paying AgentHolders of Notes as provided in Section 6.03(d), unless and until the Trustee or Paying Agent shall have received an Officers’ Certificate stating such facts at its Corporate Trust Office from the Issuer or written notice thereof at its Corporate Trust Office from the Company or one or more holders of Senior Indebtedness of the Issuer or from any representative thereforthereof or trustee therefor identifying the specific sections of the Indenture involved and describing in detail the facts that would obligate the Trustee to withhold payments to Holders of Notes, as well as any other facts required by the next succeeding paragraph of this Section 6.07; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Article Six of the Base Indenture, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness of the Issuer (or a trustee on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness of the Issuer or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness of the Issuer to participate in any payment or distribution pursuant to this Article XII6, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Issuer held by such personPerson, the extent to which such person Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person Person under this Article XII6, and if such evidence is not furnished, 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 Person pending judicial determination as to the rights right of such person Person to receive such payment. The Trustee shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. 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. Neither the Trustee nor the Paying Agent shall at any time not be charged with the knowledge of the existence of any facts default in the payment of all or a portion of Guarantor Senior Indebtedness or any other default affecting Guarantor Senior Indebtedness as a result of which would prohibit the making maturity of any payment to or by the Trustee or the Paying AgentGuarantor Senior Indebtedness has been accelerated, unless and until a responsible officer of the Trustee or Paying Agent shall have received written notice thereof from the Company Guarantor or one or more holders of Guarantor Senior Indebtedness or from any trustee, representative or agent therefor; and, prior to the receipt of any such written notice, the Trustee or Paying Agent shall be entitled to may conclusively assume conclusively that no such facts exist. Unless at least two three (2see 15.18) Business Days prior to the date on which when by the terms of this Indenture any moneys monies are to be deposited by the Company Guarantor with the Trustee or any Paying Agent (whether or not in trust) paying agent for any purpose (including, without limitation, the payment pursuant to the Guarantee of the principal of or the interest any premium or Interest on any Debt Security), the Trustee or Paying Agent paying agent shall have received with respect to such moneys monies the notice provided for in the preceding sentenceSection 15.02, the Trustee or Paying Agent paying agent shall have full power and authority to receive and apply such moneys and to apply the same monies to the purpose for which they were received and received. Neither of them shall not be affected by any notice to the contrary contrary, which may be received by it either on or after such datesecond Business Day. The foregoing shall not apply to the paying agent if the Guarantor is acting as paying agent. Nothing contained in this Section 12.09 or Section 12.03 15.08 shall limit the right of the holders of Guarantor Senior Indebtedness to recover payments as contemplated by Section 12.0215.02. The Trustee or paying agent shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Guarantor Senior Indebtedness (or a trustee trustee, representative or agent on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness or a trustee trustee, representative or representative agent on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished, the Trustee may defer any payment 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 shall not be deemed to owe have any fiduciary duty to the holders of Senior Indebtedness (and shall not be liable to any fully protected in relying upon such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders notice) of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Guarantor Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Subordinated Securities. Neither Notwithstanding the provisions of this Article ____ or any provision of this Indenture, the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or the Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or trustee; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections ___ and ___, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines determines, in good faith faith, that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness to participate in any payment payments or distribution pursuant to of this Article XII____, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such personPerson, as to the extent to which such person Person is entitled to participate in such payment or distribution distribution, and any as to other facts pertinent to the rights of such person Person under this Article XII____, 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 Person pending judicial determination as to the rights right of such person Person to receive such payment. The Trustee Trustee, however, 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 nothing in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII ____ shall apply to claims of, or otherwise. With respect to the holders of Senior Indebtednesspayments to, the Trustee undertakes under or pursuant to perform Section ___. Section ___.7 Application by Trustee of Monies or to observe only such of its covenants Government Obligations Deposited with It. Money or obligations as are specifically set forth Government Obligations deposited in this Article XII and no implied covenants or obligations trust with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.Trustee 125

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. 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. Neither the Trustee nor the Paying Agent shall at any time not be charged with the knowledge of the existence of any facts which would prohibit default in the making payment of all or a portion of any payment to Senior Indebtedness or by any other default affecting Senior Indebtedness, as a result of which the Trustee or maturity of the Paying AgentSenior Indebtedness has been accelerated, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or from any trustee, representative thereforor agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereof; and, prior to the receipt of any such written noticenotice or actual knowledge of a Responsible Officer in the Corporate Trust Department of the Trustee or Paying Agent, the Trustee or Paying Agent shall be entitled to may conclusively assume conclusively that no such facts exist. Unless at least two (2) one Business Days Day prior to the date on which when by the terms of this Indenture any moneys monies are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the premium, if any, or interest on any Trust Debt Security), the Trustee or Paying Agent shall have received with respect to such moneys monies the notice provided for in Section 10.02 hereof or a Responsible Officer in the preceding sentenceCorporate Trust Department of the Trustee or Paying Agent shall have actual knowledge of default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as the result of which the maturity of the Senior Indebtedness has been accelerated, the Trustee or Paying Agent shall have full power and authority to receive and apply such moneys and to apply the same monies to the purpose for which they were received and received. Neither of them shall not be affected by any notice to the contrary contrary, which may be received by it either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing contained in this Section 12.09 or Section 12.03 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.0210.02 hereof. The Trustee or Paying Agent shall be entitled to conclusively rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee trustee, representative or agent on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee trustee, representative or representative agent on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished, the Trustee may defer any payment 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 shall not be deemed to owe have any duty to the holders of Senior Indebtedness (and shall not be liable to any fully protected in relying upon such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders notice) of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee 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. Neither the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, and the Trustee or shall not be required to withhold payment to the Paying AgentHolders of Notes as provided in Section 12.02(d), unless and until the Trustee or Paying Agent shall have received written notice thereof at its Corporate Trust Office from the Company a Guarantor or from one or more holders of Senior Indebtedness Debt of a Guarantor or from any representative thereforthereof or trustee therefor identifying the specific sections of this Indenture involved and describing in detail the facts that would obligate the Trustee to withhold payments to Holders of Notes, as well as any other facts required by the next succeeding paragraph of this Section 12.06; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Article 7, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness Debt of a Guarantor (or a trustee on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness Debt of a Guarantor or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness Debt of a Guarantor to participate in any payment or distribution pursuant to this Article XII12, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt of a Guarantor held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII12, and if such evidence is not furnished, 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 right of such person to receive such payment. The Trustee shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee shall give prompt written notice to not at any time be charged with knowledge of the Trustee existence of any fact known to the Company which facts that would prohibit the making of any payment to or by the Trustee in respect unless and until a Responsible Officer of the Securities. Neither the Trustee nor the Paying Agent shall at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or the Paying Agent, unless and until the Trustee or any Paying Agent shall have received received, no later than two Business Days prior to such payment, written notice thereof from the Company or from one or more holders of Senior Indebtedness Debt or from any representative therefor; thereof and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects conclusively to assume that no such fact exists. The Trustee, subject to the provisions of Article VII of this Indenture, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness Debt of the Company, as the case may be (or a trustee on behalf of, or representative of, of such holder) ), to establish that such notice has been given by a holder of such Senior Indebtedness Debt or a trustee or representative on behalf of any such holderholder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person Person as a holder of such Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article XIIX, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness Debt held by such personPerson, the extent to which such person Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person Person under this Article XIIX, and 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 Person pending judicial determination as to the rights right of such person Person to receive such payment. The Trustee shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Subordinated Securities. Neither Notwithstanding the provisions of this Article or any provision of this Indenture, the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or the Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or trustee; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections and , shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines determines, in good faith faith, that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness to participate in any payment payments or distribution pursuant to of this Article XII, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such personPerson, as to the extent to which such person Person is entitled to participate in such payment or distribution distribution, and any as to other facts pertinent to the rights of such person Person under this Article XII, 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 Person pending judicial determination as to the rights right of such person Person to receive such payment. The Trustee Trustee, however, 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 nothing in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII shall apply to claims of, or otherwise. With respect to the holders of Senior Indebtednesspayments to, the Trustee undertakes under or pursuant to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the TrusteeSection ___.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. 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. Neither the Trustee nor the Paying Agent shall at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or the Paying Agent, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or from any representative therefor; 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. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 10.09 or Section 12.03 10.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.0210.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee on behalf of, or representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that 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 XIIX, 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 XIIX, 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 shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII X or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII X and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee shall give prompt written notice to not at any time be charged with knowledge of the Trustee existence of any fact known to the Company which facts that would prohibit the making of any payment to or by the Trustee in respect unless and until a Responsible Officer of the Securities. Neither the Trustee nor the Paying Agent shall at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or the Paying Agent, unless and until the Trustee or any Paying Agent shall have received received, no later than three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose, written notice thereof from the Company or from one or more holders of Senior Indebtedness of the Company or from any representative therefor; therefor at the address specified in Section 11.02 and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects conclusively to assume conclusively that no such facts existfact exists. Unless at least two (2) Business Days prior Subject to the date on which by the terms provisions of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitationSections 7.01 and 7.02, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee or agent on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee or representative agent on behalf of any such holder). In the event that the Trustee determines in good faith that 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 XIIArticle, 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 XIIArticle, 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 shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company shall give prompt written notice to the Trustee of any fact known default under any Senior Indebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued. Notwithstanding the Company which would prohibit the making provisions of Section 13.1 of this Indenture or any payment to or by other provision of this Indenture, the Trustee in respect of the Securities. Neither the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee or the Paying AgentTrustee, unless and until the Trustee or Paying Agent shall have received at the principal office of the Trustee, written notice thereof from the Company or from one or more holders Holders of Senior Indebtedness or from any representative trustee therefor; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Section 8.1 of this Indenture, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself or itself to be a holder Holder of such Senior Indebtedness (or a trustee on behalf of, or representative of, of such holderHolder) to establish that such notice has been given by a holder Holder of such Senior Indebtedness or a trustee or representative on behalf of any such holderHolder or Holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder Holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII, Thirteen the Trustee may may, at its discretion, 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 XIIThirteen, and 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 right of such person to receive such payment. The , but the Trustee shall not be deemed obligated to owe institute a judicial proceeding for such purpose; nor shall the Trustee be charged with knowledge of the curing or waiver of any duty event of default of the character referred to in Section 13.2(b) of this Indenture or that any event or any condition preventing any payment in respect of the holders of Senior Indebtedness Debentures shall have ceased to exist, unless and shall not be liable to any such holders if until the Trustee shall in good faith mistakenly pay over or distribute have received an Officers' Certificate to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trusteeeffect.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee 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. Neither the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, and the Trustee or shall not be required to withhold payment to the Paying AgentHolders of Notes as provided in Section 7.03(d), unless and until the Trustee or Paying Agent shall have received an Officers’ Certificate stating such facts at its Corporate Trust Office from the Issuer or written notice thereof at its Corporate Trust Office from the Company or one or more holders of Senior Indebtedness of a Guarantor or from any representative thereforthereof or trustee therefor identifying the specific sections of the Indenture involved and describing in detail the facts that would obligate the Trustee to withhold payments to Holders of Notes, as well as any other facts required by the next succeeding paragraph of this Section 7.07; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Article Six of the Base Indenture, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness of a Guarantor (or a trustee on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness of a Guarantor or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article XII7, the Trustee may request such person Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of a Guarantor held by such personPerson, the extent to which such person Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person Person under this Article XII7, and if such evidence is not furnished, 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 Person pending judicial determination as to the rights right of such person Person to receive such payment. The Trustee shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee 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. Neither the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, and the Trustee or shall not be required to withhold payment to the Paying AgentHolders of Securities as provided in Section 14.3(d), unless and until the Trustee or Paying Agent shall have received written notice thereof at its Corporate Trust Office from the Company a Guarantor or from one or more holders of Senior Indebtedness Debt of such Guarantor or from any representative thereforthereof or trustee therefor identifying the specific sections of this Indenture involved and describing in detail the facts that would obligate the Trustee to withhold payments to Holders of Securities, as well as any other facts required by the next succeeding paragraph of this Section 14.7; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Sections 6.1 and 6.2, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself or itself to be a holder of such Senior Indebtedness Debt of a Guarantor (or a trustee on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of Senior Debt of such Senior Indebtedness Guarantor or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness Debt of a Guarantor to participate in any payment or distribution pursuant to this Article XII14, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt of such Guarantor held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII14, and if such evidence is not furnished, 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 right of such person to receive such payment. The Trustee shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice. The Company Trustee 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. Neither the Trustee nor the Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, and the Trustee or shall not be required to withhold payment to the Paying AgentHolders of Notes as provided in Section 11.02(d), unless and until the Trustee or Paying Agent shall have received written notice thereof at its Corporate Trust Office from the Company Issuer or from one or more holders of Senior Indebtedness Debt of the Issuer or from any representative thereforthereof or trustee therefor identifying the specific sections of this Indenture involved and describing in detail the facts that would obligate the Trustee to withhold payments to Holders of Notes, as well as any other facts required by the next succeeding paragraph of this Section 11.06; and, prior to the receipt of any such written notice, the Trustee or Paying Agent Trustee, subject to the provisions of Article 7, shall be entitled to assume conclusively that no such facts exist. Unless at least two (2) Business Days prior to the date on which by the terms of this Indenture any moneys are to be deposited by the Company with the Trustee or any Paying Agent (whether or not in trust) for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall have received with respect to such moneys the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. Nothing contained in this Section 12.09 or Section 12.03 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person Person representing himself or itself to be a holder of such Senior Indebtedness Debt of the Issuer (or a trustee on behalf of, or representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness Debt of the Issuer or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person Person as a holder of Senior Indebtedness Debt of the Issuer to participate in any payment or distribution pursuant to this Article XII11, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such personPerson, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article XII11, and if such evidence is not furnished, 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 right of such person to receive such payment. The Trustee shall not be deemed to owe any 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 Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XII and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.