Common use of Trustee Not Charged with Knowledge of Prohibition Clause in Contracts

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV or elsewhere contained in this Indenture to the contrary notwithstanding, 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 of moneys to or by the Trustee, and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 or Section 14.2 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section at least three (3) Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all power and authority to receive such money and to apply the same to the purpose for which such money were received and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) Business Day period. The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agent.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Thirteen or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in clauses (b) and (c) of Section 14.1 or Section 14.2 13.1 has happened, happened unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that the effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their the representatives, of Senior Debt Indebtedness who shall have been certified by the Company Issuer or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ ' Certificate or the written notice provided for in this Section 13.5 at least three (3) Business Days prior to preceding the date upon which by the terms hereof any money may moneys become payable for any purpose (including, without limitation, the payment of either the principal of or interest interest, if any, on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which that may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company Issuer shall give prompt written notice to the Trustee and to the Paying Agent each paying agent of any facts which that would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agentpaying agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officers' Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything Notwithstanding anything to the contrary in this Article XIV or elsewhere contained in this Indenture to the contrary notwithstandingIndenture, the Trustee shall not at any time be charged with knowledge of the existence of any facts which that would prohibit the making of any payment of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume that no such facts exist and that no event of default or prohibition specified in Section 14.1 Sections 11.02, 11.03 or Section 14.2 elsewhere has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Certificate of the Company to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of at least $1,000,000 in principal amount of Senior Debt of the Company who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt shall be outstanding; and before outstanding no later than two Business Days prior to such payment and, prior to the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects conclusively to assume presume that no such facts exist; provided, however, that if . Unless the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section at least three (3) Business Days prior to from the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) then, anything herein contained to the contrary notwithstandingpreceding sentence, the Trustee shall have all full power and authority to receive such money payment and to apply the same to the purpose for which such money were received it was received, and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) Business Day period. The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agentcontrary.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV XVI or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys money to or by the Trustee, Trustee and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 or Section 14.2 16.01 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section at least three (3) Business Days prior to the third Business Day preceding the date upon which by the terms hereof any money may become becomes payable for any purpose (including, without limitation, the payment of either the principal of or interest on any Security) ), or in the event of the execution of an instrument pursuant to Section 4.01 acknowledging satisfaction and discharge of this Indenture, then if prior to the second Business Day preceding the date of such execution, the Trustee or any Paying Agent shall not have received with respect to such money the Officers' Certificate or notice provided for in this Section 16.04, then, anything herein contained to the contrary notwithstanding, the Trustee or such Paying Agent shall have all full power and authority to receive such money and to apply the same to the purpose for which such money they were received and shall not be affected by any the notice to the contrary which may be received by it during on or after such three (3) Business Day perioddate. The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agent.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Section 2.16 or elsewhere contained in this the Indenture to the contrary notwithstanding, 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 of moneys to or by the Trustee, and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 2.16.1 or Section 14.2 2.16.2 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Issuer Senior Debt Indebtedness or Guarantor Senior Indebtedness, as applicable, who shall have been certified by the Company Issuer or such Guarantor, as possible, or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Issuer Senior Debt Indebtedness or Guarantor Senior Indebtedness, as applicable, shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section 2.16 at least three (3) Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all power and authority to receive such money and to apply the same to the purpose for which such money were received and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) Business Day period. The Company Issuer shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agent.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Sixteen or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in Section 14.1 or Section 14.2 has happenedexist, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ ' Certificate or the written notice provided for in this Section 1605 at least three (3) one Business Days prior to Day preceding the date upon which by the terms hereof any money such moneys may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) within one Business Day periodpreceding such date. The Company shall give prompt written notice to the Trustee and to the each Paying Agent of any facts which would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officers' Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything The Company shall provide 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 any series of the Notes; provide, however, that failure to give such notice shall not affect the subordination of the Notes to any Senior Indebtedness. Notwithstanding the provisions of this Article XIV or elsewhere contained in any other provision of this Indenture Indenture, but subject to the contrary notwithstandingprovisions of Section 7.01, neither the Trustee nor any paying agent shall not at any time be charged with knowledge of the existence of any Senior Indebtedness, or of any default in the payment of the principal of (or premium, if any) or interest on any Senior Indebtedness, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee, and shall be entitled conclusively to assume that no Trustee or any such facts exist and that no event specified in Section 14.1 or Section 14.2 has happenedpaying agent, unless and until a Responsible Officer of the Trustee or such paying agent shall have received written notice thereof from the Company or the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness or the Corporate Trust Office representative or representatives of the Trustee such holders (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee or such paying agent to be such holder or holders or representatives representatives); nor shall the Trustee or from any trustee under such paying agent be charged with knowledge of the curing or waiving of any indenture pursuant such default or of the elimination of the act or condition preventing any such payment unless and until the Trustee or such paying agent shall have received an Officers' Certificate to which such Senior Debt shall be outstanding; effect, and before prior to the receipt of any such Officers’ Certificate or written notice, writing the Trustee shall be entitled in all respects to assume that no such facts existexist and that no such cure or waiver has occurred; provided, however, that if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section at least less than three (3) Business Days business days prior to the date upon which by the terms hereof any money such moneys may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) Note), the Trustee or such paying agent shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee or such paying agent shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during on or after such three (3) Business Day period. The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agentdate.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Thirteen or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in clauses (b) and (c) of Section 14.1 or Section 14.2 13.1 has happened, happened unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Certificate to that the effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their the representatives, of Senior Debt Indebtedness who shall have been certified by the Company Issuer or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section 13.5 at least three (3) Business Days prior to preceding the date upon which by the terms hereof any money may moneys become payable for any purpose (including, without limitation, the payment of either the principal of or interest interest, if any, on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which that may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company Issuer shall give prompt written notice to the Trustee and to the Paying Agent each paying agent of any facts which that would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agentpaying agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officers’ Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. (a) Anything in this Article XIV Thirteen or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys money to or by the Trustee, Trustee and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 or Section 14.2 1301 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives Indebtedness or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section at least three (3) Business Days prior to the third Business Day preceding the date upon which by the terms hereof any money may become becomes payable for any purpose (including, without limitation, the payment of either the principal of or interest on any Security) then), or in the event of the execution of an instrument pursuant to Section 401 acknowledging satisfaction and discharge of this Indenture, then if prior to the third Business Day preceding the date of such execution, the Trustee or Paying Agent shall not have received with respect to such money the Officers' Certificate or notice provided for in this Section 1304, then anything herein contained to the contrary notwithstanding, the Trustee or such Paying Agent shall have all full power and authority to receive such money and to apply the same it to the purpose for which such money were it was received and shall not be affected by any the notice to the contrary which may be received by it during on or after such three (3) Business Day perioddate. The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any and Paying Agent. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that 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, 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, 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 Not Charged with Knowledge of Prohibition. Anything ------------------------------------------------- in this Article XIV XI or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in clauses (b) and (c) of Section 14.1 or Section 14.2 11.1 has happened, happened unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, holders of Senior Debt Indebtedness or any trustee or representative therefor who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives trustee or from any trustee under any indenture pursuant to which such Senior Debt shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts existrepresentative; provided, however, that that, if the Trustee shall not have received the Officers’ ' Certificate or the written notice provided for in this Section 11.5 at least three (3) Business Days prior to preceding the date upon which by the terms hereof any money may moneys become payable for any purpose (includingpurpose, without limitation, the payment of the principal of or interest on any Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which that may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company shall give prompt written notice to the Trustee and to the Paying Agent each paying agent of any facts which that would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agentpaying agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officers' Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything Nothing contained in this Article XIV or elsewhere contained in this Indenture other subordination provisions applicable to a series of the Securities to the contrary notwithstanding, 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 of moneys monies hereunder to or by the Trustee, Trustee and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 1401 (or Section 14.2 comparable event contained in other subordination provisions applicable to a series of the Securities) has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Officer’s Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written noticeprovided that, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section at least three (3) Business Days prior to the third Business Day preceding the date upon which by the terms hereof any money may monies become payable for any purpose hereunder (including, without limitation, the payment of either the principal of or interest on any Security) ), or in the event of the execution of an instrument pursuant to Section 1304 then if prior to the second Business Day preceding the date of such execution, the Trustee or any paying agent shall not have received with respect to such monies the Officers’ Certificate or notice provided for in this Section 1404, then, anything herein contained to the contrary notwithstanding, the Trustee or such paying agent shall have all full power and authority to receive such money monies and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during on or after such three (3) Business Day perioddate. The Company shall give prompt written notice to the Trustee and to the Paying Agent paying agent of any facts known to the Company which would prohibit the payment of money or assets monies to or by the Trustee or any Paying Agentpaying agent.

Trustee Not Charged with Knowledge of Prohibition. Anything Nothing contained in this Article XIV or elsewhere contained in this Indenture other subordination provisions applicable to a series of the Securities to the contrary notwithstanding, 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 of moneys monies hereunder to or by the Trustee, Trustee and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 14.01 (or Section 14.2 comparable event contained in other subordination provisions applicable to a series of the Securities) has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written noticeprovided that, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section at least three (3) Business Days prior to the third Business Day preceding the date upon which by the terms hereof any money may monies become payable for any purpose hereunder (including, without limitation, the payment of either the principal of or interest on any Security) ), or in the event of the execution of an instrument pursuant to Sections 11.02 or 11.03, then if prior to the second Business Day preceding the date of such execution, the Trustee or any paying agent shall not have received with respect to such monies the Officers’ Certificate or notice provided for in this Section 14.04, then, anything herein contained to the contrary notwithstanding, the Trustee or such paying agent shall have all full power and authority to receive such money monies and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during on or after such three (3) Business Day perioddate. The Company shall give prompt written notice to the Trustee and to the Paying Agent paying agent of any facts known to the Company which would prohibit the payment of money or assets monies to or by the Trustee or any Paying Agentpaying agent.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV or elsewhere contained in this Indenture to the contrary notwithstanding, 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 of moneys to or by the Trustee, and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 1401 or Section 14.2 1402 has happened, unless and until a Responsible Officer responsible officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section at least three (3) Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all power and authority to receive such money and to apply the same to the purpose for which such money were received and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) Business Day period. The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agent.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Section 2.11 or elsewhere contained in this the Indenture to the contrary notwithstanding, 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 of moneys to or by the Trustee, and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 or Section 14.2 2.11.2 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Corporation Senior Debt Indebtedness or Guarantor Senior Indebtedness, as applicable, who shall have been certified by the Company Corporation or such Guarantor, as possible, or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Corporation Senior Debt Indebtedness or Guarantor Senior Indebtedness, as applicable, shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section 2.11.4 at least three (3) Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all power and authority to receive such money and to apply the same to the purpose for which such money were received and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) Business Day period. The Company Corporation shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agent.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Section 2.15 or elsewhere contained in this the Indenture to the contrary notwithstanding, the Trustee Trustees shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the TrusteeTrustees, and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 2.15.1 or Section 14.2 2.15.2 has happened, unless and until a Responsible Officer of the U.S. Trustee shall have received at the Corporate Trust Office of the U.S. Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Issuer Senior Debt Indebtedness or Guarantor Senior Indebtedness, as applicable, who shall have been certified by the Company Issuer or such Guarantor, as possible, or otherwise established to the reasonable satisfaction of the U.S. Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Issuer Senior Debt Indebtedness or Guarantor Senior Indebtedness, as applicable, shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the U.S. Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the U.S. Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section 2.15 at least three (3) Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) then, anything herein contained to the contrary notwithstanding, the U.S. Trustee shall have all power and authority to receive such money and to apply the same to the purpose for which such money were received and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) Business Day period. The Company Issuer shall give prompt written notice to the U.S. Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the U.S. Trustee or any Paying Agent.

Trustee Not Charged with Knowledge of Prohibition. Anything in Notwithstanding the provisions of this Article XIV or elsewhere contained in any other provision of this Indenture Indenture, but subject to the contrary notwithstandingprovisions of Section 601 as between the Holders of Securities and the Trustee, neither the Trustee nor any Paying Agent shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee, and shall be entitled conclusively to assume that no Trustee or any such facts exist and that no event specified in Section 14.1 or Section 14.2 has happenedPaying Agent, unless and until a Responsible Officer of the Trustee or such Paying Agent shall have received written notice thereof at the its Corporate Trust Office of the Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt who shall have been certified by from the Company or otherwise established to any holder of Senior Indebtedness or the reasonable satisfaction trustee or representative of the Trustee to be such any holder or holders or representatives or from any trustee under any indenture pursuant to which of such Senior Debt shall be outstandingIndebtedness on his behalf; and before and, prior to the receipt of any such Officers’ Certificate or written notice, the Trustee and any such Paying Agent shall be entitled in all respects to assume that no such facts exist; provided, however, that if . If the Trustee or Paying Agent, as the case may be, shall not have received the Officers’ Certificate or the written notice provided for in this Section received, at least three (3) Business Days prior to the date upon which by the terms hereof any money such moneys may become payable for any purpose (including, without limitation, the payment of the principal of of, premium, if any, or the interest on any Security) with respect to such moneys, the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee and such Paying Agent, as the case may be, shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during or after within three Business Days prior to such three (3) Business Day period. The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agentdate.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Section 2.14 or elsewhere contained in this the Indenture to the contrary notwithstanding, the Trustee Trustees shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the TrusteeTrustees, and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 2.14.1 or Section 14.2 2.14.2 has happened, unless and until a Responsible Officer of the U.S. Trustee shall have received at the Corporate Trust Office of the U.S. Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Issuer Senior Debt Indebtedness or Guarantor Senior Indebtedness, as applicable, who shall have been certified by the Company Issuer or such Guarantor, as possible, or otherwise established to the reasonable satisfaction of the U.S. Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Issuer Senior Debt Indebtedness or Guarantor Senior Indebtedness, as applicable, shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the U.S. Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the U.S. Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section 2.14 at least three (3) Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) then, anything herein contained to the contrary notwithstanding, the U.S. Trustee shall have all power and authority to receive such money and to apply the same to the purpose for which such money were received and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) Business Day period. The Company Issuer shall give prompt written notice to the U.S. Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the U.S. Trustee or any Paying Agent.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV or elsewhere contained in this Indenture to the contrary notwithstanding, 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 of moneys to or by the Trustee, and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 or Section 14.2 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section at least three (3) Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all power and authority to receive such money and to apply the same to the purpose for which such money were received and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) Business Day period. 72 The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agent.

Trustee Not Charged with Knowledge of Prohibition. Anything in Notwithstanding the provisions of this Article XIV or elsewhere contained in any other provision of this Indenture Indenture, but subject to the contrary notwithstandingprovisions of Section 6.1 as between the Holders of Securities and the Trustee, neither the Trustee nor any Paying Agent shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee, and shall be entitled conclusively to assume that no Trustee or any such facts exist and that no event specified in Section 14.1 or Section 14.2 has happenedPaying Agent, unless and until a Responsible Officer of the Trustee or such Paying Agent shall have received written notice thereof at the its Corporate Trust Office from the Company or any holder of Senior Indebtedness or the Trustee (i) an Officers’ Certificate to that effect trustee or (ii) notice in writing to that effect signed by or on behalf representative of the holder or holders, or their representatives, of Senior Debt who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt shall be outstandingIndebtedness on his behalf; and before and, prior to the receipt of any such Officers’ Certificate or written notice, the Trustee and any such Paying Agent shall be entitled in all respects to assume that no such facts exist; provided, however, that if . If the Trustee or Paying Agent, as the case may be, shall not have received the Officers’ Certificate or the written notice provided for in this Section received, at least three (3) Business Days prior to the date upon which by the terms hereof any money such moneys may become payable for any purpose (including, without limitation, the payment of the principal of or premium, if any, or the interest on any Security) with respect to such moneys, the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee and such Paying Agent as the case may be, shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during or after within three Business Days prior to such three (3) Business Day period. The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agentdate.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV 13 or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in the third paragraph of Section 14.1 or Section 14.2 13.01 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Officer's Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written noticePROVIDED, the Trustee shall be entitled in all respects to assume that no such facts exist; providedHOWEVER, howeverthat, that if the Trustee shall not have received the Officers’ Officer's Certificate or the written notice provided for in this Section 13.05 at least three (3) Business Days prior to preceding the date upon which by the terms hereof any money such moneys may become payable for any purpose (including, without limitation, the payment of either the principal of or interest interest, if any, on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company shall give prompt written notice to the Trustee and to the each Paying Agent of any facts which would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officer's Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything contained in this Article XIV Sixteen or elsewhere contained in this Indenture to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in clauses (a) and (b) of Section 14.1 or Section 14.2 1601 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’ ' Certificate or the written notice provided for in this Section 1605 at least three (3) Business Days prior to USA WASTE SERVICES, INC. SUBORDINATED INDENTURE - 83 - 91 preceding the date upon which by the terms hereof any money such moneys may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company shall give prompt written notice to the Trustee and to the each Paying Agent of any facts which would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officers' Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Thirteen or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in clauses (b) and (c) of Section 14.1 or Section 14.2 13.1 has happened, happened unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their the representatives, of Senior Debt Indebtedness who shall have been certified by the Company Issuer or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ ' Certificate or the written notice provided for in this Section 13.5 at least three (3) Business Days prior to preceding the date upon which by the terms hereof any money may moneys become payable for any purpose (including, without limitation, the payment of either the principal of of, premium, if any, or interest interest, if any, on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which that may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company Issuer shall give prompt written notice to the Trustee and to the Paying Agent each paying agent of any facts which that would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agentpaying agent, and the Trustee shall not be charged with knowledge of the curing of any Default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officers' Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in clauses (a) and (b) of Section 14.1 or Section 14.2 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Officer's Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt Indebtedness who shall have been certified by the Company Issuer or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ Officer's Certificate or the written notice provided for in this Section 14.5 at least three (3) Business Days prior to preceding the date upon which by the terms hereof any money such moneys may become payable for any purpose (including, without limitation, the payment of either the principal of or interest interest, if any, on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company Issuer shall give prompt written notice to the Trustee and to the each Paying Agent of any facts which would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officer's Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Thirteen or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist exists and that no event specified in clauses (a) and (b) of Section 14.1 or Section 14.2 13.1 has happened, happened unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that the effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their the representatives, of Senior Debt Indebtedness who shall have been certified by the Company Issuer or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ ' Certificate or the written notice provided for in this Section 13.5 at least three (3) Business Days prior to preceding the date upon which by the terms hereof any money may moneys become payable for any purpose (including, without limitation, the payment of either the principal of or interest interest, if any, on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which that may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company Issuer shall give prompt written notice to the Trustee and to the Paying Agent each paying agent of any facts which that would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agentpaying agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officers' Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV or elsewhere contained in this Indenture to the contrary notwithstanding, 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 of moneys to or by the Trustee, and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 or Section 14.2 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section at least three (3) Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all power and authority to receive such money and to apply the same to the purpose for which such money were received and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) Business Day period. . The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agent.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Fourteen or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in clauses (a) and (b) of Section 14.1 or Section 14.2 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Officer's Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt Indebtedness who shall have been certified by the Company Issuer or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ Officer's Certificate or the written notice provided for in this Section 14.5 at least three (3) Business Days prior to preceding the date upon which by the terms hereof any money such moneys may become payable for any purpose (including, without limitation, the payment of either the principal of or interest interest, if any, on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company Issuer shall give prompt written notice to the Trustee and to the each Paying Agent of any facts which would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officer's Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Fifteen or elsewhere contained in this Indenture indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in clauses (a) and (b) of Section 14.1 or Section 14.2 1501 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Officer's Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ Officer's Certificate or the written notice provided for in this Section 1505 at least three (3) Business Days prior to preceding the date upon which by the terms hereof any money such moneys may become payable for any purpose (including, without limitation, the payment of either the principal of or interest interest, if any, on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company shall give prompt written notice to the Trustee and to the each Paying Agent of any facts which would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the trustee shall have received an Officer's Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything Nothing contained in this Article XIV or elsewhere contained in this Indenture other subordination provisions applicable to a series of the Securities to the contrary notwithstanding, 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 of moneys monies hereunder to or by the Trustee, Trustee and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 14.01 (or Section 14.2 comparable event contained in other subordination provisions applicable to a series of the Securities) has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written noticeprovided that, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section at least three (3) Business Days prior to the third Business Day preceding the date upon which by the terms hereof any money may monies become payable for any purpose hereunder (including, without limitation, the payment of either the principal of or interest on any Security) ), or in the event of the execution of an instrument pursuant to Sections 11.01 or 11.02, then if prior to the second Business Day preceding the date of such execution, the Trustee or any paying agent shall not have received with respect to such monies the Officers' Certificate or notice provided for in this Section 14.04, then, anything herein contained to the contrary notwithstanding, the Trustee or such paying agent shall have all full power and authority to receive such money monies and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during on or after such three (3) Business Day perioddate. The Company shall give prompt written notice to the Trustee and to the Paying Agent paying agent of any facts known to the Company which would prohibit the payment of money or assets monies to or by the Trustee or any Paying Agentpaying agent.

Trustee Not Charged with Knowledge of Prohibition. Anything in Notwithstanding any of the provisions of this Article XIV XIII or elsewhere contained in any other provision of this Indenture to the contrary notwithstandingIndenture, neither the Trustee nor any Paying Agent shall not at any time be charged with knowledge of any default or event of default with respect to any Senior Indebtedness as specified in SECTION 13.02 or SECTION 13.05 or the existence of any facts which would prohibit the making of any payment of moneys to or by the TrusteeTrustee or any Paying Agent, and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 or Section 14.2 has happenedrespectively, unless and until a Responsible Officer of the Trustee or such Paying Agent, respectively, shall have received at the Corporate Trust Office written notice thereof signed by an officer of the Trustee (i) an Officers’ Certificate to that effect Company or (ii) notice in writing to that effect signed by or on behalf of the a holder or holders, or their representatives, of Senior Debt Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder holder, or holders or representatives or from any by the trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before and, prior to the receipt of any such Officers’ Certificate or written notice, the Trustee Trustee, subject to the provisions of SECTION 6.01 (as between itself and the Debentureholders), or such Paying Agent, respectively, shall be entitled in all respects to assume that no such default or event of default has occurred and that no such facts exist; provided, however, provided that if the Trustee or any Paying Agent shall not have received with respect to such moneys the Officers’ Certificate or the written notice provided for in this Section SECTION 13.09 at least three (3) Business Days ten days prior to the date upon which by the terms hereof any money such moneys may become payable for any purpose (including, without limitation, the payment of either the principal of or premium, if any, or interest on any Security) Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee or such Paying Agent, respectively, shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received received, and shall not be affected by any notice to the contrary which may be received by it during on or after such three (3) Business Day period. The Company shall give prompt written notice date; and provided that, if prior to the Trustee and to date of the Paying Agent mailing of the notice of redemption of any facts which would prohibit the payment of money or assets Debentures pursuant to or by Article XI, the Trustee or any Paying Agent shall not have received such notice with respect to any moneys which may become payable in connection with the redemption of such Debentures, then, anything herein contained to the contrary notwithstanding, the Trustee or such Paying Agent, respectively, shall have full power and authority to receive any moneys which may be paid to it for such purpose and to apply the same to the redemption of such Debentures, and shall not be affected by any notice to the contrary which may be received by it on or after such date of mailing.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Fourteen or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys money to or by the Trustee, Trustee and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.1 or Section 14.2 1401 has happened, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ Certificate or the written notice provided for in this Section at least three (3) Business Days prior to the third Business Day preceding the date upon which by the terms hereof any money may become becomes payable for any purpose (including, without limitation, the payment of either the principal of or interest on any Security) then), or in the event of the execution of an instrument pursuant to Section 401 acknowledging satisfaction and discharge of this Indenture, then if prior to the second Business Day preceding the date of such execution, the Trustee or Paying Agent shall not have received with respect to such money the Officers’ Certificate or notice provided for in this Section 1404, then anything herein contained to the contrary notwithstanding, the Trustee or such Paying Agent shall have all full power and authority to receive such money and to apply the same it to the purpose for which such money were it was received and shall not be affected by any the notice to the contrary which may be received by it during on or after such three (3) Business Day perioddate. The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any and Paying Agent.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Thirteen or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in clauses (b) and (c) of Section 14.1 or Section 14.2 13.1 has happened, happened unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their the representatives, of Senior Debt Indebtedness who shall have been certified by the Company Issuer or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, howeverhowever that, that if the Trustee shall not have received the Officers’ ' Certificate or the written notice provided for in this Section 13.5 at least three (3) Business Days prior to preceding the date upon which by the terms hereof any money may moneys become payable for any purpose (including, without limitation, the payment of either the principal of of, premium, if any, or interest interest, if any, on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which that may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company Issuer shall give prompt written notice to the Trustee and to the Paying Agent each paying agent of any facts which that would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agentpaying agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officers' Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV 10 or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in Section 14.1 or Section 14.2 has happenedexist, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt Subsidiary Obligations who shall have been certified by the Company Issuers or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Subsidiary Obligations shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ ' Certificate or the written notice provided for in this Section 10.2.4 at least three (3) one Business Days prior to Day preceding the date upon which by the terms hereof any money such moneys may become payable for any purpose (including, without limitation, the payment of the principal of or any premium or interest on any Security) Note), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which may be received by it during or after such three (3) within one Business Day periodpreceding such date. The Company Issuers shall give prompt written notice to the Trustee and to the each Paying Agent of any facts which would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officers' Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV XV or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in clauses (b) and (c) of Section 14.1 or Section 14.2 15.1 above has happened, happened unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that the effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their the representatives, of Senior Debt Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ ' Certificate or the written notice provided for in this Section 15.5 at least three (3) Business Days prior to preceding the date upon which by the terms hereof of this Indenture any money may moneys become payable for any purpose (including, without limitation, the payment of either the principal of or interest interest, if any, on any Security) ), then, anything herein in this Indenture contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which that may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company shall give prompt written notice to the Trustee and to the Paying Agent each paying agent of any facts which that would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agentpaying agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officers' Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Thirteen or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in clauses (b) and (c) of Section 14.1 or Section 14.2 13.1 has happened, happened unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that the effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their the representatives, of Senior Debt Indebtedness of an Issuer who shall have been certified by the Company such Issuer or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness of the Issuer shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ ' Certificate or the written notice provided for in this Section 13.5 at least three (3) Business Days prior to preceding the date upon which by the terms hereof any money may moneys become payable for any purpose (including, without limitation, the payment of either the principal of or interest interest, if any, on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which that may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company Each of the Issuers shall give prompt written notice to the Trustee and to the Paying Agent each paying agent of any facts which that would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agentpaying agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officers' Certificate to such effect.

Trustee Not Charged with Knowledge of Prohibition. Anything in this Article XIV Thirteen or elsewhere contained in this Indenture contained to the contrary notwithstanding, 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 of moneys to or by the Trustee, Trustee and shall be entitled conclusively to assume conclusively that no such facts exist and that no event specified in clauses (b) and (c) of Section 14.1 or Section 14.2 13.1 has happened, happened unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee (i) an Officers’ ' Certificate to that the effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their the representatives, of Senior Debt Indebtedness of the Issuer who shall have been certified by the Company Issuer or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt Indebtedness of the Issuer shall be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall not have received the Officers’ ' Certificate or the written notice provided for in this Section 13.5 at least three (3) Business Days prior to preceding the date upon which by the terms hereof any money may moneys become payable for any purpose (including, without limitation, the payment of either the principal of or interest interest, if any, on any Security) ), then, anything herein contained to the contrary notwithstanding, the Trustee shall have all full power and authority to receive such money moneys and to apply the same to the purpose for which such money they were received and shall not be affected by any notice to the contrary which that may be received by it during or after within three Business Days preceding such three (3) Business Day perioddate. The Company Issuer shall give prompt written notice to the Trustee and to the Paying Agent each paying agent of any facts which that would prohibit the any payment of money or assets moneys to or by the Trustee or any Paying Agentpaying agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have received an Officers' Certificate to such effect.