Common use of Trustee Entitled to Assume Clause in Contracts

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, unless and until the Trustee shall have received written notice thereof at its Corporate Trust Office from the Company or any Guarantor or from one or more holders of Senior Debt or from any representative thereof or trustee therefor, and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Sections 8.1 and 8.2 hereof, shall be entitled to assume conclusively that no such facts exist, and shall be fully protected in making any such payment in any such event. 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 Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a trustee 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 Debt to participate in any payment or distribution pursuant to this Article XIII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XIII, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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 pursuant to the provisions of this Article Four, but failure to give such notice shall not affect the subordination of the Securities to all Senior Indebtedness provided in this Article Four and shall not result in any Default or Event of Default under this Indenture or the Securities. Regardless of anything to the contrary contained in this Article Four or elsewhere in this Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee, Trustee unless and until the Trustee shall have received written notice thereof at its Corporate Trust Office in writing from the Company Company, or from a holder of Senior Indebtedness or a Representative therefor, together, in the case of any holder of Senior Indebtedness or any Guarantor or from one or more holders Representative therefor other than the Bank Facility Agent, with proof satisfactory to the Trustee of such holding of Senior Debt Indebtedness or from any representative thereof or trustee thereforof the authority of such Representative, and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Sections 8.1 and 8.2 hereof, Trustee shall be entitled to assume conclusively that no such facts exist, and shall be fully protected (in making any such payment in any such event. The Trustee shall be entitled to rely on the delivery to it absence of a written notice by a Person representing himself or itself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a trustee on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect actual knowledge to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article XIIIcontrary) that no, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XIII, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentfact exist.

Trustee Entitled to Assume. Payments Not Prohibited in Absence ------------------------------------------------------------- of Notice. --------- The Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, unless and until the Trustee shall have received written notice thereof at its Corporate Trust Office from the Company or any Guarantor from the holder or holders of senior Indebtedness or from one their representative or more holders of Senior Debt or from any representative thereof or trustee therefor, representatives; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Sections 8.1 9.1 and 8.2 hereof9.2, shall be entitled to assume conclusively that no such facts exist, and shall be fully protected in making any such payment in any 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 Senior Debt Indebtedness (or a trustee on behalf representative of such holder) to establish that such notice has been given by a holder of Senior Debt Indebtedness or a trustee on behalf representative of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment or distribution pursuant to this Article XIII5, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person each person under this Article XIII5, and, and if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, unless and until the Trustee 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 Debt or from any representative thereof or trustee therefor, and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Sections 8.1 and 8.2 hereof, shall be entitled to assume conclusively that no such facts exist, and shall be fully protected in making any such payment in any such event. 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 Guarantor Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Guarantor Senior Debt or a trustee 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 Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article XIIIXIV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XIIIXIV, and, if such evidence is not furnished, the 104 Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.