Common use of Trustee Entitled to Assume Payments Clause in Contracts

Trustee Entitled to Assume Payments. Not Prohibited in Absence of Notice. The Trustee or Paying Agent shall not be charged with the knowledge of the existence of any default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness, as a result of which the maturity of the Senior 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 or unless the Trustee or Paying Agent otherwise had actual knowledge thereof; and, prior to the receipt of any such written notice or actual knowledge of a Responsible Officer in the Corporate Trust Department of the Trustee or Paying Agent, the Trustee or Paying Agent may conclusively assume that no such facts exist. Unless at least one Business Day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a Responsible Officer in the Corporate 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 monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee, representative or agent on behalf of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee, representative or agent on behalf of any such holder. The Trustee shall not be deemed to have any duty to the holders (and shall be fully protected in relying upon such notice) of Senior Indebtedness.

Trustee Entitled to Assume Payments. Not Prohibited in ----------------------------------------------------- Absence of Notice. The Trustee or Paying Agent shall not at any time be charged ----------------- with the knowledge of the existence of any default in facts which would prohibit the payment of all or a portion making of any Senior Indebtedness payment to or any other default affecting Senior Indebtedness, as a result of which by the maturity of the Senior Indebtedness has been acceleratedTrustee or Paying Agent, unless and until the Trustee or Paying Agent shall have received written notice thereof at its notice address set forth in Section 12.1 hereof from the Company or one or more holders of Company Senior Indebtedness or from any trustee, representative trustee or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereof; and, prior to the receipt of any such written notice or actual knowledge of a Responsible Officer in the Corporate Trust Department of the Trustee or Paying Agentknowledge, the Trustee or Paying Agent may shall be entitled to assume conclusively assume that no such facts exist. Unless at least one Business Day day prior to the date when on which by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or premium, if any, or the interest on any DebentureSecurity), the Trustee or Paying Agent shall shall, except where no notice is necessary or where notice is deemed given in Sections 11.2 and 11.3 hereof, have received with respect to such monies the notice provided for in Section 10.02 or a Responsible Officer in the Corporate 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 acceleratedpreceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies and to apply the same to the purpose for which they were received. Neither of them , and shall not be affected by any notice to the contrary, which may be received by either it on or after such date, except for an acceleration of the Securities prior to such application. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing contained in this Section 10.08 11.8 shall limit the right of the holders of Company Senior Indebtedness to recover payments as contemplated by Section 10.02 11.2 hereof. The Trustee or Paying Agent paying agent shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Company Senior Indebtedness (or a trustee, representative or agent trustee on behalf of of, or other representative of, such holder) to establish that such notice has been given by a holder of such Company Senior Indebtedness or a trustee, trustee or representative or agent on behalf of any such holder. The Trustee shall not be deemed to have any duty to the holders (and shall be fully protected in relying upon such notice) of Company Senior Indebtedness.

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 not at any time be charged with the 45 knowledge of the existence of any default in facts which would prohibit the payment of all or a portion making of any Senior Indebtedness payment to or any other default affecting Senior Indebtedness, as a result of which by the maturity of Trustee or the Senior Indebtedness has been acceleratedPaying 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 trustee, representative or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereofRepresentative therefor; and, prior to the receipt of any such written notice or actual knowledge of a Responsible Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, the Trustee or Paying Agent may shall be entitled to assume conclusively assume that no such facts exist. Unless at least one two Business Day Days prior to the date when on which by the terms of this Indenture any monies 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 premium, if any, or the interest on any DebentureSecurity), the Trustee or Paying Agent shall have received with respect to such monies moneys the notice provided for in Section 10.02 or a Responsible Officer in the Corporate 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 acceleratedpreceding sentence, the Trustee or Paying Agent shall have full power and authority to receive such moneys and to apply such monies the same to the purpose for which they were received. Neither of them received and shall not be affected by any notice to the contrary, contrary which may be received by either it 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 10.08 10.09 or Section 10.03(ii) shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof10.02. 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, representative or agent trustee on behalf of of, or Representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee, representative trustee or agent 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 X, 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 X, 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 have owe any duty to the holders (of Senior Indebtedness and shall not be fully protected liable to any such holders if the Trustee shall in relying upon such notice) 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 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 X and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.