Common use of Notice to Trustee Clause in Contracts

Notice to Trustee. 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 of any series pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the 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 premium, if any) or interest on any Securities of any series), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). 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 of 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 Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company which Issuer that would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series Notes pursuant to the provisions of this ArticleArticle XV. Notwithstanding the provisions of this Article or any other provision of the Indenture, the The Trustee shall not be charged with knowledge of the existence of any Senior Payment Default or Senior Non-monetary Default with respect to any Senior Debt or of any other facts which that would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from in writing to that effect signed by an Officer of the Company Issuer, or by a holder or holders of Senior Debt or from any trustee thereforor agent thereof; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 603this Article XV, shall be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 15.6 at least two Business Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Securities of any seriesNote), then, notwithstanding anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such moneys any monies from the Issuer and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days on or after such prior date except for an acceleration of the Notes prior to such dateapplication. Subject Nothing contained in this Section 15.6 shall limit the right of the holders of Senior Debt to recover payments as contemplated by this Article XV. The foregoing shall not apply if the provisions of Section 603, paying agent is the Issuer. 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 any Senior Debt (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt (or a trustee therefor). or representative on behalf of any such holder. (b) In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment of or distribution pursuant to this ArticleArticle XV, 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 ArticleArticle XV and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company Issuer shall give prompt promptly written notice to a Responsible Officer of the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities of any series Notes pursuant to the provisions of this ArticleArticle 15. Notwithstanding the provisions of this Article 15 or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of any Securities of any series the Notes pursuant to the provisions of this ArticleArticle 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company Issuer or a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall on a date not have received the notice provided for in this Section at least two fewer than three Business Days prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Securities of any series)Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior date. Notwithstanding the foregoing, nothing shall prevent any payment by the Issuer or the Trustee to the Noteholders of monies in connection with a redemption of Notes if (i) notice of such redemption has been given pursuant to Article 3 or Section 11.01 hereof prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than sixty (60) days before the redemption date. Subject to the provisions of Section 603, the The Trustee conclusively shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness of the Issuer (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness of the Issuer or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness of the Issuer to participate in any payment of or distribution pursuant to this ArticleArticle 15, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt Indebtedness of the Issuer 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 ArticleArticle 15, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Trust Officer of the Trustee and to any Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Securities of any series pursuant to the provisions of this ArticleArticle 5. Notwithstanding the provisions of this Article 5 or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of any the Securities of any series pursuant to the provisions of this ArticleArticle 5, unless and until a Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a holder Representative or holders a Holder or Holders of Senior Debt Indebtedness or from any trustee thereforthereof; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6039.1, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall on a date not have received the notice provided for in this Section at least two less than one Business Days Day prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal of (of, or premium, if any) , or interest on any Securities of any series)Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 5.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 10, and any such payment shall not be subject to the provisions of Article 5. The Trustee, subject to the provisions of Section 6039.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person Representative or a person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt (Indebtedness or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle 5, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to a Responsible Officer of 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 any Securities of any series pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603602, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall have not have received the notice provided for in this Section at least two 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 premium, if any) any premium or interest on any Securities of any seriesSecurities), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose purposes for which they were received received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603602, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee therefor). 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 Indebtedness to participate in any payment of 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 Debt 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.

Notice to Trustee. The Company shall give prompt written notice to the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee or any paying agent in respect of the Securities of any series Debentures pursuant to the provisions of this ArticleArticle 14. Notwithstanding Regardless of anything to the provisions of contrary contained in this Article 14 or any other provision of the elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt or of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleTrustee, unless and until the Trustee shall have received written notice thereof from in writing at its principal Corporate Trust Office to that effect signed by an officer of the Company, or by a holder or agent of a holder of Senior Debt who shall have been certified by the Company or a otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders of agent, or by the trustee under any indenture pursuant to which Senior Debt or from any trustee therefor; shall be outstanding, and, prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 603Article 7, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section on a date at least two three Business Days prior to the date upon which by the terms hereof any money may such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (or premiumof, if any) or interest on any Securities of any series)Debenture) the Trustee shall not have received with respect to such moneys the notice provided for in this Section 14.06, then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject to the provisions of Section 603, the The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor)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 of or distribution pursuant to this ArticleArticle 14, 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 ArticleArticle 14, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers' Certificate to a Trust Officer of the Trustee and to any Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Securities of any series pursuant to the provisions of this ArticleArticle 5. Notwithstanding the provisions of this Article 5 or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of any the Securities of any series pursuant to the provisions of this ArticleArticle 5, unless and until a Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a holder Representative or holders a Holder or Holders of Senior Debt Indebtedness or from any trustee thereforthereof; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6039.1, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall on a date not have received the notice provided for in this Section at least two fewer than one Business Days Day prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal of (of, or premium, if any) , or interest on any Securities of any series)Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 5.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject Notwithstanding anything in this Article 5 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 10, and any such payment shall not be subject to the provisions of Article 5. The Trustee, subject to the provisions of Section 6039.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person Representative or a person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt (Indebtedness or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle 5, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle 5, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) 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 at its Corporate Trust Office in respect of the Securities of any series pursuant to the provisions of this ArticleNotes. Notwithstanding the provisions of this Article 12 or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 60312.09, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.09 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of (or of, premium, if any) , or interest on any Securities of any seriesNote), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to ; nor shall the provisions Trustee be charged with knowledge of Section 603, the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall be entitled have received an Officers' Certificate to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt such effect. (or a trustee thereforb) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). 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 Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle 12, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officer’s Certificate to a Responsible Officer of the Trustee and to any Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Securities of any series Notes pursuant to the provisions of this ArticleSection 13.05. Notwithstanding the provisions of this Article Section 13.05 or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of any Securities of any series the Notes pursuant to the provisions of this ArticleSection 13.05, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the applicable Corporate Trust Office from the Company (in the form of an Officer’s Certificate) or a Representative or a holder or holders of Senior Debt or from any trustee thereforthereof; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6037.01, shall be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall on a date not have received the notice provided for in this Section at least two less than one Business Days Day prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Securities of any series)Note or cash amounts due upon conversion otherwise subject to this Article 13) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 13.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject Notwithstanding anything in this Section 13.05 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 3, and any such payment shall not be subject to the provisions of this Section 13.05; provided that, at the time of any such deposit, such deposit and payment were permitted under this Section 13.05 without giving effect to the first clause this sentence; provided further that, if the Trustee shall receive any such notice on the date upon which, by the terms hereof, such monies shall be payable, the Trustee may, in its reasonable discretion, waive the foregoing proviso. The Trustee, subject to the provisions of Section 6037.01, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative or a Person representing himself to be a holder of Senior Debt (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt (or a trustee therefor)Debt. 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 of or distribution pursuant to this ArticleSection 13.05, 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 ArticleSection 13.05, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. 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 of money to or by the Trustee in respect of the Securities of any series Bonds pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision provisions of the this Indenture, but subject to section 601, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee in respect of any Securities of any series the Bonds pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from the Company Company, any Bondholder, any Paying Agent or a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, and prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the 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 premium, if any) or interest on any Securities of any series), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee therefor)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 Indebtedness to participate in any payment of 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 Debt Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts fact pertinent to the rights of such Person under this Article, ; and if such evidence is not furnished, the Trustee may defer any payment or distribution to such Person pending judicial determination as to the right of such Person to receive such paymentpayment or distribution.

Notice to Trustee. The Company shall give prompt written notice to the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee or any paying agent in respect of the Securities of any series pursuant to the provisions of this Article. Notwithstanding Regardless of anything to the provisions of contrary contained in this Article or any other provision of the elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt or of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleTrustee, unless and until the Trustee shall have received written notice thereof from in writing at its principal Corporate Trust Office to that effect signed by an officer of the Company, or by a holder or agent of a holder of Senior Debt who shall have been certified by the Company or a otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders of agent, or by the trustee under any indenture pursuant to which Senior Debt or from any trustee therefor; shall be outstanding, and, prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 603Sections 7.1 and 7.2, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section on a date at least two three Business Days prior to the date upon which by the terms hereof any money may such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (or premiumof, if any) or interest on any Securities of any series)Security) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior date. Regardless of anything to the contrary herein, nothing shall prevent (a) any payment by the Company or the Trustee to the Securityholders of amounts in connection with a redemption of Securities if (i) notice of such redemption has been given pursuant to Article 3 prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date. Subject , or (b) any payment by the Trustee to the provisions Securityholders of amounts deposited with it pursuant to Section 603, the 8.1. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor)on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt to participate in any payment of or distribution pursuant to this Article, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article, and if such evidence is not furnished, 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.

Notice to Trustee. The Company shall give written notice to the Trustee of the issuance of any Designated Senior Indebtedness. In addition, the Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities of any series Notes pursuant to the provisions of this ArticleArticle IV. Notwithstanding the provisions of this Article IV or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or 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 of monies to or by the Trustee in respect of any Securities of any series the Notes pursuant to the provisions of this ArticleArticle IV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a holder or holders of Senior Debt Indebtedness or from any trustee thereforthereof who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or trustee; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6038.1, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section on a date at least two (2) Business Days prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal of (of, or premium, if any) , or interest on any Securities of any seriesNote), the Trustee shall not have received with respect to such monies the notice provided for in this Section 4.6, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior date. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent (a) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a redemption of Notes if (i) notice of such redemption has been given to the Noteholders pursuant to Article III prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than sixty (60) days before the redemption date, (b) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a repurchase of Notes if (i) notice of such repurchase has been given pursuant to Article XVI prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of repurchase is given not earlier than forty (40) days before the repurchase date, or (c) any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section 13.1. Subject The Trustee, subject to the provisions of Section 6038.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle IV, 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 person under this ArticleArticle IV, and if such evidence is not furnished, 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.

Notice to Trustee. (a) 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 at its Corporate Trust Office in respect of the Securities of any series pursuant to the provisions of this ArticleSecurites. Notwithstanding the provisions of this Article 12 or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 60312.09, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.09 at least two five Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of (or of, premium, if any) , or interest on or Additional Interest, if any, on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Debt or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two five Business Days prior to such date. ; nor shall the Trustee be charged with knowledge of the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers’ Certificate to such effect. (b) Subject to the provisions of Section 6038.01 hereof, 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 itself to be a holder of Senior Debt (or a trustee trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee 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 Debt to participate in any payment of or distribution pursuant to this ArticleArticle 12, 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 ArticleArticle 12, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to a Responsible Officer of 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 of any series Debentures pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series Debentures pursuant to the provisions of this Article, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.2, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall have not have received the notice provided for in this Section at least two 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 premium, if any) or interest on any Securities of any seriesDebentures), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose purposes for which they were received received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6036.2, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee therefor). 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 Indebtedness to participate in any payment of 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 Debt 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.

Notice to Trustee. The Company (a) Each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company which such Guarantor that would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series Guarantees pursuant to the provisions of this ArticleArticle Sixteen. Notwithstanding the provisions of this Article or any other provision of the Indenture, the The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt of any Guarantor or of any other facts which that would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from the Company in writing at its Corporate Trust Office to that effect signed by an Officer of such Guarantor, or by a holder or holders of such Guarantor Senior Debt or from any trustee thereforor agent thereof; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 603Article Six, shall be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 16.6 at least two three Business Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on all obligations arising under any Securities of any seriesGuarantee), then, notwithstanding anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive any monies from such moneys Guarantor and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that may be received by it within two on or after such three Business Days Day period except for an acceleration of the Securities prior to such dateapplication. Subject Nothing contained in this Section 16.6 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article Sixteen. The foregoing shall not apply if the provisions of Section 603, Paying Agent is the Company. 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 any Guarantor Senior Debt (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Debt (or a trustee therefor). or representative on behalf of any such holder. (b) In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment of or distribution pursuant to this ArticleArticle Sixteen, 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 ArticleArticle Sixteen and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee or any paying agent in respect of the Securities of any series Debentures pursuant to the provisions of this ArticleArticle 14. Notwithstanding Regardless of anything to the provisions of contrary contained in this Article 14 or any other provision of the elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt or of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleTrustee, unless and until the Trustee shall have received written notice thereof from in writing at its principal Corporate Trust Office to that effect signed by an officer of the Company, or by a holder or agent of a holder of Senior Debt who shall have been certified by the Company or a otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders of agent, or by the trustee under any indenture pursuant to which Senior Debt or from any trustee therefor; shall be outstanding, and, prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 603Article 7, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section on a date at least two three Business Days prior to the date upon which by the terms hereof any money may such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (or premiumof, if any) or interest on any Securities of any series)Debenture) the Trustee shall not have received with respect to such moneys the notice provided for in this Section 14.06, then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject to the provisions of Section 603, the The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor)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 of or distribution pursuant to this ArticleArticle 14, 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 ArticleArticle 14, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company Issuer or the Guarantor shall give prompt written notice to the Trustee of any fact known to the Company Issuer or the Guarantor, as the case may be, which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Issuer or the Guarantor or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6035.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the 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 premium, if any) or interest on any Securities of any series), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6035.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). 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 of 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 Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company and the Subsidiary Guarantors 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 of or under any series pursuant to the provisions of this ArticleSubsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or Company, a Subsidiary Guarantor, a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two three 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 and premium, if any) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6036.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee therefor). 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 Indebtedness to participate in any payment of 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 Debt 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.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (or and premium, if any) or interest (including any Additional Interest) on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6036.1, the Trustee shall be entitled to rely conclusively on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). 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 of 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 Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company liquidation, reorganization, insolvency, bankruptcy, receivership or other proceeding which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article Twelve or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or Representative of the holders of such Issuer Senior Debt or from any trustee thereforIndebtedness; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6035.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two three 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 and premium, if any or interest, if any) or interest , on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6035.1, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person person representing himself to be a holder Representative of holders of Issuer Senior Debt (or a trustee therefor) Indebtedness to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor)Representative. 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 Issuer Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle Twelve, the Trustee may request that such Person to person furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Issuer 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 person under this ArticleArticle Twelve, and if such evidence is not furnished, the Trustee may defer any such payment to such Person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article XII or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior and Subordinated Debt or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.10 at least two Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (or and premium, if any) or interest (including any Additional Interest) on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6036.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior and Subordinated Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior and Subordinated Debt (or a trustee therefor). 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 and Subordinated Debt to participate in any payment of 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 and Subordinated Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. 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 of moneys to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleArticle Ten or otherwise. Notwithstanding the provisions of this Article or any other provision of the Indenture, the The Trustee shall not be charged with knowledge of the existence of a default or event of default with respect to the Senior Indebtedness or any other facts which that would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from mailed or delivered to the Company or a Trustee at its Corporate Trust Office signed by an Officer of the Company, any holder or holders representative of any class of Senior Debt Indebtedness or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 603Article Seven, 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 notice provided for in this Section 10.12 at least two Business Days prior to the date upon which which, by the terms hereof of this Indenture, any money may shall become payable for any purpose (including, without limitation, the payment of the principal of (or or, premium, if any) , or interest on any Securities of any seriesSecurity), then, then notwithstanding anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such moneys any money from the Company and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days on or after such prior date except for an acceleration of the Securities prior to such dateapplication. Subject Nothing contained in this Section 10.12 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by this Article Ten. The foregoing shall not apply if the provisions of Section 603, Paying Agent is the Company. 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 any Senior Debt Indebtedness (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt (Indebtedness or a trustee therefor)or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 paymentArticle Ten.

Notice to Trustee. The Company shall give prompt written notice to a Responsible Officer of 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 of any series Debentures pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series Debentures pursuant to the provisions of this Article, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6038.2, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall have not have received the notice provided for in this Section at least two Business Days prior to the date upon which which, by the terms hereof hereof, any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Securities of any seriesDebentures), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose purposes for which they were received received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6038.2, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee therefor). 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 Indebtedness to participate in any payment of 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 Debt 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.

Notice to Trustee. 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 of any series pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.03, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the 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 premium, if any) or interest on any Securities of any series), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6036.03, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). 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 of 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 Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleDebentures. Notwithstanding the provisions provision of this Article or any other provision of this First Supplemental Indenture or the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleDebentures, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Company, any holder or holders of Senior Debt Indebtedness, any Designated Senior Holder or from any trustee therefortrustee, fiduciary or agent therefore; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.1 of the Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two three 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 premium, if any) or interest on any Securities of any seriesDebenture), then, anything herein contained to the contrary notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Any notice required or permitted to be given to the Trustee by a holder of Senior Indebtedness or by any Designated Senior Holder shall be in writing and shall be sufficient for every purpose hereunder if in writing and either (i) sent via facsimile to the Trustee, the receipt of which shall be confirmed via telephone, or (ii) mailed, first class postage prepaid, or sent by overnight carrier, to the Trustee addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address furnished in writing to such holder of Senior Indebtedness by the Trustee. Subject to the provisions of Section 6036.1 of the Indenture, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness or Designated Senior Holder (or a trustee trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness or Designated Senior Holder (or a trustee trustee, fiduciary or agent therefor). 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 Indebtedness or Designated Senior Holder to participate in any payment of 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 Debt 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. Notwithstanding anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received by a Responsible Officer at the Trustee's principal corporate trust office.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officer’s Certificate to a Responsible Officer of the Trustee and to any Paying Agent of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Securities of any series pursuant to the provisions of this ArticleArticle 12. Notwithstanding the provisions of this Article 12 or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of any the Securities of any series pursuant to the provisions of this ArticleArticle 12, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the applicable Corporate Trust Office from the Company (in the form of an Officer’s Certificate) or a holder Representative or holders a Holder or Holders of Senior Debt or from any trustee thereforthereof; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6038.01, shall be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall on a date not have received the notice provided for in this Section at least less than two Business Days prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest Interest on any Securities of any series)Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 12.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject Notwithstanding anything in this Article 12 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 9, and any such payment shall not be subject to the provisions of this Article 12. The Trustee, subject to the provisions of Section 60312.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person Representative or a person representing himself to be a holder of Senior Debt (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt (or a trustee therefor)Debt. 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 to participate in any payment of or distribution pursuant to this ArticleArticle 12, 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 ArticleArticle 12, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleNotes. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6037.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section on a date at least two Business Days prior to the date upon which by the terms hereof any money may such moneys shall become payable for any purpose (including, without limitation, including the payment of the principal of (or premiumof, if any) or interest on any Securities Notes) the Trustee shall not have received with respect to such moneys the notice provided for in this Section 16.09, but subsequently receives such notice prior to applying such funds (including the payment of the principal of, or interest on any series)Notes) and the Trustee is unable to administratively stop such application of funds to the Holders, then, anything herein contained to the contrary notwithstanding, the Trustee shall not be deemed in breach of this Indenture for applying such funds as long as the Trustee immediately, upon receipt of such notice, notifies the Holders of the facts prohibiting the such application of funds, that such application funds should not have full power been made and authority that such funds are required to receive be returned in accordance with the terms of this Indenture, and the Trustee shall provide commercially reasonable assistance necessary to facilitate the return of such moneys and to apply the same funds to the purpose for which they were received and shall not be affected by any notice to holder of Senior Debt in accordance with the contrary that may be received by it within two Business Days prior to such dateterms of this Indenture. Subject to the provisions of Section 6037.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). 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 of 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 Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give written notice to ----------------- the Trustee of the issuance of any Designated Senior Indebtedness. In addition, the Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities of any series Notes pursuant to the provisions of this ArticleArticle IV. Notwithstanding the provisions of this Article IV or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or 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 of monies to or by the Trustee in respect of any Securities of any series the Notes pursuant to the provisions of this ArticleArticle IV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a holder or holders of Senior Debt Indebtedness or from any trustee thereforthereof who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or trustee; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6038.1, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section on a date at least -------- two (2) Business Days prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal of (of, or premium, if any) , or interest on any Securities of any seriesNote), the Trustee shall not have received with respect to such monies the notice provided for in this Section 4.6, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior date. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent (a) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a redemption of Notes if (i) notice of such redemption has been given to the Noteholders pursuant to Article III prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than sixty (60) days before the redemption date, (b) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a repurchase of Notes if (i) notice of such repurchase has been given pursuant to Article XVI prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of repurchase is given not earlier than forty (40) days before the repurchase date, or (c) any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section 13.1. Subject The Trustee, subject to the provisions of Section 6038.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle IV, 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 person under this ArticleArticle IV, and if such evidence is not furnished, 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.

Notice to Trustee. The Company shall Each of the Company, the Parents and Unilever U.S. agrees to give prompt written notice to the Trustee and to any Paying Agent of any fact known to the Company Company, either Parent or Unilever U.S., as the case may be, which would prohibit the making of any payment of moneys to or by the Trustee or any Paying Agent in respect of the Debt Securities of any series pursuant to the provisions of this Article. Notwithstanding Regardless of anything to the provisions of contrary contained in this Article or any other provision of the elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt of the Company, either Parent or Unilever U.S. or of any default or event of default with respect to any such Senior Debt or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleTrustee, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an officer of the Company Company, either Parent or Unilever U.S., or by a holder or holders agent of a holder of any such Senior Debt who shall have been certified to the reasonable satisfaction of the Trustee to be such holder or from agent, or by the trustee under any trustee therefor; indenture pursuant to which any such Senior Debt shall be outstanding, and, prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 6036.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section on a date at least two three Business Days prior to the date upon which by the terms hereof any money may such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (or of, premium, if any) , or any interest on any Debt Securities of any series)) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior date. Regardless of anything to the contrary herein, nothing shall prevent (a) any payment by an Issuer or the Trustee to the Holders of Debt Securities of any series of amounts in connection with a redemption of Debt Securities of such series if (i) notice of such redemption has been given pursuant to Article XI prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such date. Subject notice of redemption is given not earlier than 60 days before the Redemption Date, or (b) any payment by the Trustee to the provisions Holders of Section 603, the Debt Securities of any series of amounts deposited with it pursuant to Sections 4.01 or 14.01 subject to Sections 16.04 and 16.05. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt of the Company, either Parent or Unilever U.S. (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of such Senior Debt (or a trustee therefor)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 such Senior Debt to participate in any payment of 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 such Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company Guarantor shall give prompt written notice to the Trustee of any fact known to the Company liquidation, insolvency, bankruptcy, receivership or other proceeding which would prohibit the making of any payment to or by the Trustee in respect of the Guaranty of Securities of any series pursuant to the provisions of this Articleseries. Notwithstanding the provisions of this Article Thirteen or any other provision of this Indenture or the IndentureGuaranty, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleGuaranty, unless and until the Trustee shall have received written notice thereof from the Company or a holder or Representative of the holders of such Guarantor Senior Debt or from any trustee thereforIndebtedness; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6035.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two three 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 pursuant to the Guaranty of the principal of (or and premium, if any or interest, if any) or interest , on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6035.1, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person person representing himself to be a holder Representative of holders of Guarantor Senior Debt (or a trustee therefor) Indebtedness to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor)Representative. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle Thirteen, the Trustee may request that such Person to person furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor 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 person under this ArticleArticle Thirteen, and if such evidence is not furnished, the Trustee may defer any such payment to such Person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company which that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleArticle 12. Notwithstanding the provisions of this Article 12 or any other provision provisions of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any the Securities of any series pursuant to the provisions of this ArticleArticle 12, unless and until a Responsible Officer of the Trustee shall have received at its Corporate Trust Office written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee therefortherefor or a representative thereof at least two Business Days prior to the applicable payment date; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, 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 such notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any money or other property may become payable for any purpose (including, including without limitation, the payment of the principal of (or premiumof, if any) any premium or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose purposes for which they were received received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603, the The Trustee shall be entitled to rely conclusively on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforor representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee therefor)or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle 12, and 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.

Notice to Trustee. 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 Debentures. Failure to give such notice shall not affect the subordination of any series pursuant the Debentures to the provisions of this ArticleSenior Indebtedness. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleDebentures, unless and until the Trustee shall have received written notice thereof at the address specified in Section 13.02 from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6037.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section received, at least two three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of the principal of (amount, issue price, accrued original issue discount, redemption price, purchase price, change in control purchase price or premiuminterest, if any) or interest on any Securities , as the case may be, in respect of any seriesDebenture), the notice with respect to such money provided for in this Section 10.10, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6037.01, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of Senior Debt Indebtedness (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness to participate in any payment of 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 Debt 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 which it may be required to make for the benefit of such Person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person to receive such payment.

Notice to Trustee. The Company shall give written notice to the Trustee of the issuance of any Designated Senior Indebtedness. In addition, the Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities of any series Notes pursuant to the provisions of this ArticleArticle IV. Notwithstanding the provisions of this Article IV or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or 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 of monies to or by the Trustee in respect of any Securities of any series the Notes pursuant to the provisions of this ArticleArticle IV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a holder or holders of Senior Debt Indebtedness or from any trustee thereforthereof who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or trustee; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6038.1, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section on a date at least two (2) Business Days prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal of (of, or premium, if any) , or interest on any Securities of any seriesNote), the Trustee shall not have received with respect to such monies the notice provided for in this Section 4.6, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior date. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent (a) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a redemption of Notes if (i) notice of such redemption has been given to the Noteholders pursuant to Article III prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than sixty (60) days before the redemption date, (b) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a repurchase of Notes if (i) notice of such repurchase has been given pursuant to Article XVI prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of repurchase is given not earlier than forty (40) days before the repurchase date, or (c) any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section 13.1. Subject The Trustee, subject to the provisions of Section 6038.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle IV, 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 person under this ArticleArticle IV, and if such evidence is not furnished, 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.

Notice to Trustee. The Upon the occurrence of any Event of Default or Default, 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 when due to or by the Trustee in respect of the Subordinated Debt Securities of any series pursuant to the provisions of this Articlea series. Notwithstanding the provisions of this Article or any other provision provisions of this Subordinated Debt Securities Indenture but subject to the Indentureprovisions of Section 12.01, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment when due to or by the Trustee in respect of any such Subordinated Debt Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Creditor or from any trustee therefor; and, prior to the receipt of any such written noticenotice by a Responsible Officer of the Trustee, the Trustee, subject to the provisions of Section 6036.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two three 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 premiumand any premium and interest, if any) or interest , on any Securities of any seriesSubordinated Debt Security), then, anything herein contained subject to the contrary notwithstandingprovisions of Section 12.01, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6036.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (Creditor or a trustee therefor) , to establish that such notice has been given by a holder of Senior Debt (Creditor, or a trustee therefor). 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 Creditor to participate in any payment of 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 Debt claims 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.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities of any series pursuant to the provisions of this ArticleSenior Indebtedness. Notwithstanding the provisions of this Article XIII or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof at the address specified in Section 14.2 from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6037.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section received, at least two three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of the principal of (Principal Amount, interest or premiumsuch other amounts as may be provided for in Section 2.3(a), if any) or interest on any Securities , as the case may be, in respect of any seriesSecurity), the notice with respect to such money provided for in this Section 13.10, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6037.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle XIII, 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 person under this ArticleArticle XIII, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such Person person pursuant to the terms of this Indenture pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. (a) 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 of any series pursuant to the provisions of this ArticleDebentures. Notwithstanding the provisions of this Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleDebentures, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Company, any holder or holders of Senior Debt Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603601 of the Base Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two three 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 premium, if any) or interest on any Securities of any seriesDebenture), then, anything herein contained to the contrary notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Any notice required or permitted to be given to the Trustee by a holder of Senior Indebtedness or by any agent, trustee or representative thereof shall be in writing and shall be sufficient for every purpose hereunder if in writing and either (i) sent via facsimile to the Trustee, the receipt of which shall be confirmed via telephone, or (ii) mailed, first class postage prepaid, or sent by overnight carrier, to the Trustee addressed to its Corporate Trust Office or to any other address furnished in writing to such holder of Senior Indebtedness for such purpose by the Trustee. (b) Subject to the provisions of Section 603601 of the Base Indenture, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) trustee, fiduciary or agent therefor to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee trustee, fiduciary or agent therefor). 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 Indebtedness to participate in any payment of 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 Debt 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. (c) Notwithstanding anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received by a Responsible Officer at the Corporate Trust Office.

Notice to Trustee. (a) 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 when due to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Subordinated Indenture, the Trustee and any Paying Agent may continue to make payments on the Securities and the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment or distribution to or by the Trustee or any Paying Agent in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee therefor; therefor at least five Business Days prior to the date of such payment, written notice of facts that would cause the payment of any obligations with respect to the Securities to violate this Article, and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6035.01, shall be entitled in all respects to assume that no such facts exist; provided. Notwithstanding the provisions of this Article or any other provisions of this Subordinated Indenture, however, that if the Trustee shall not have received be charged with knowledge of the notice provided for existence of any facts that would permit the resumption of payments on or distributions in this Section at least two Business Days prior to respect of the date upon which Securities or the acquisition of the Securities by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Securities of any series), then, anything herein contained to the contrary notwithstanding, Company unless the Trustee shall have full power and authority to receive received an Officers’ Certificate or a written notice from a Representative (as such moneys and to apply the same term is defined below) or from any holder of Senior Indebtedness for which there is no Representative, to the purpose for which they were received and shall not be affected by any notice effect that such resumption is permitted and, prior to the contrary that may be received by it within two Business Days prior to receipt of any such date. Subject written notice, the Trustee, subject to the provisions of Section 6035.01, shall be entitled in all respects to assume that no such facts exist. Only the Company, a Representative or of any holder of Senior Indebtedness for which there is no Representative, may give any such notice provided for under this Section, such notice from the Company to be in the form of an Officers’ Certificate. Nothing in this Article shall impair the claims of, or payments to, the Trustee under or pursuant to Section 4.03 and Section 5.06 hereof. (b) Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee and the Holders shall be entitled to rely on upon any order or decree made by any court of competent jurisdiction or upon any certificate of the delivery to it indenture trustee or other trustee, agent or representative for the Senior Indebtedness (each, for purposes of this Section, a written notice by a Person representing himself to be a “Representative”), or of any holder of Senior Debt (Indebtedness for which there is no Representative, or a of the liquidating trustee therefor) or agent or other Person making any distribution to establish that the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such notice has been given by a holder distribution, the holders of the Senior Debt (Indebtedness and other Indebtedness of the Company, the amount thereof or a trustee therefor)payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the event that the Trustee determines determines, in good faith faith, that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness to participate in any payment of 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 Debt 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 ArticleArticle and, 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.

Notice to Trustee. The Company shall give prompt written notice to the Trustee and to any Paying Agent of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee or any Paying Agent in respect of the Securities of any series pursuant to the provisions of this ArticleArticle Sixteen. Notwithstanding Regardless of anything to the provisions of contrary contained in this Article Sixteen or any other provision of the elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt or of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleTrustee, unless and until the Trustee shall have received written notice thereof from in writing at its principal Corporate Trust Office to that effect signed by an officer of the Company, or by a Holder or agent of a Holder of Senior Debt who shall have been certified by the Company or a holder otherwise established to the reasonable satisfaction of the Trustee to be such Holder or holders of agent, or by the trustee under any indenture pursuant to which Senior Debt or from any trustee therefor; shall be outstanding, and, prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 603Article Six, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section on a date at least two three Business Days prior to the date upon which by the terms hereof any money may such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (or premiumof, if any) or interest on any Securities of any series)Security) the Trustee shall not have received with respect to such moneys the notice provided for in this Section 1606, then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject to the provisions of Section 603, the The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder Holder of Senior Debt (or a trustee thereforon behalf of such Holder) to establish that such notice has been given by a holder Holder of Senior Debt (or a trustee therefor)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 Holder of Senior Debt to participate in any payment of or distribution pursuant to this ArticleArticle Sixteen, 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 ArticleArticle Sixteen, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment payments to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee therefortrustee, fiduciary or agent therefore; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603602, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 1109 at least two three 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 premiumand pre- mium, if any) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that con- trary which may be received by it within two three Business Days prior to such date. Nothing in this Section 1109 shall limit the right of the holders of Senior Indebtedness to recover pay- ments as contemplated by Sections 1102 and 1103. Subject to the provisions of Section 603602, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself such Person to be a holder of Senior Debt Indebtedness (or a trustee trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee therefortrustee, fiduciary or agent there- for). 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 Indebtedness to participate in any payment of or distribution pursuant to this Article, the Trustee Trus- tee may request such Person to furnish evidence to the reasonable reason- able satisfaction of the Trustee as to the amount of Senior Debt Indebtedness held by such Person, the extent to which such Person Per- son 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.

Notice to Trustee. The Company shall give written notice to the Trustee of the issuance of any Designated Senior Indebtedness. In addition, the Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the -29- making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities of any series Notes pursuant to the provisions of this ArticleArticle 4. Notwithstanding the provisions of this Article 4 or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or 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 of monies to or by the Trustee in respect of any Securities of any series the Notes pursuant to the provisions of this ArticleArticle 4, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a holder or holders of Senior Debt Indebtedness or from any trustee thereforthereof who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or trustee; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6038.1, shall be entitled in all respects to assume that no such facts exist; provided, however, PROVIDED that if the Trustee shall not have received the notice provided for in this Section on a date at least two (2) Business Days prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal of (of, or premium, if any) , or interest on any Securities of any seriesNote), the Trustee shall not have received with respect to such monies the notice provided for in this Section 4.6, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior date. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent (a) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a redemption of Notes if (i) notice of such redemption has been given to the Noteholders pursuant to Article 3 prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than sixty (60) days before the redemption date, (b) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a repurchase of Notes if (i) notice of such repurchase has been given pursuant to Article 16 prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of repurchase is given not earlier than forty (40) days before the repurchase date, or (c) any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section 13.1. Subject The Trustee, subject to the provisions of Section 6038.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle 4, 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 person under this ArticleArticle 4, and if such evidence is not furnished, 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.

Notice to Trustee. The Company and each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or such Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series Notes pursuant to the provisions of this ArticleArticle Eight. Notwithstanding the provisions of this Article or any other provision of the Indenture, the The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Guarantor Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from in writing at its office to that effect signed by an Officer of the Company or such Guarantor, or by a holder of Guarantor Senior Indebtedness or holders of Senior Debt trustee or from any trustee agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to Article Eleven of the provisions of Section 603Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 8.6 at least two Business Days prior to the date upon which by the terms hereof of the Indenture or this Supplemental Indenture any money may moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Securities of any seriesNote), then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such any moneys from any Guarantor and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject Nothing contained in this Section 8.6 shall limit the right of the holders of Guarantor Senior Indebtedness to the provisions of recover payments as contemplated by Section 603, the 8.3. 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 any Guarantor Senior Debt Indebtedness (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Debt (Indebtedness or a trustee therefor)or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle Eight, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt 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 ArticleArticle Eight, 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.

Notice to Trustee. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleSubordinated Securities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSubordinated Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Issuer, any holder or holders of Senior Debt Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.1 hereof, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two three 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 premium, if any) or interest on any Securities of any seriesSubordinated Security), then, anything herein contained to the contrary notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Any notice required or permitted to be given to the Trustee by a holder of Senior Indebtedness or by any agent, trustee or representative thereof shall be in writing and shall be sufficient for every purpose hereunder if in writing and either (i) sent via facsimile to the Trustee, the receipt of which shall be confirmed via telephone, or (ii) mailed, first class postage prepaid, or sent by overnight carrier, to the Trustee addressed to its Corporate Trust Office or to any other address furnished in writing to such holder of Senior Indebtedness by the Trustee. Subject to the provisions of Section 6036.1 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) trustee, fiduciary or agent therefor to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee trustee, fiduciary or agent therefor). 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 Indebtedness to participate in any payment of 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 Debt 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. Notwithstanding anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received by a Responsible Officer at the Corporate Trust Office.

Notice to Trustee. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleArticle Ten. Notwithstanding Regardless of anything to the provisions of contrary contained in this Article Ten or any other provision of the elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trust Officer of the Trustee shall have received written notice thereof in writing from the Company Issuer, or from a holder or holders of Senior Debt or from any trustee a Representative therefor; , and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, Trustee shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist; provided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section received, at least two Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitationpurpose, the payment of the principal of (or premium, if any) or interest on any Securities of any series)notice with respect to such money provided for in this Section 10.07, then, anything herein contained to the contrary notwithstanding, but otherwise subject to the provisions of Sections 10.02(b) and 10.03(b), the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603, the 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 thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment of or distribution pursuant to this ArticleArticle Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount amounts 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 ArticleArticle Ten, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (1) 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 of any series pursuant to the provisions of this Articleor that would end such prohibition. Notwithstanding the provisions of this Article 11 or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any the Securities of any series pursuant to the provisions of this Articleor that would end such prohibition, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company, any holder of Company or a holder or holders of Senior Debt Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.1 hereof, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice of any prohibition provided for in this Section 11.10 at least two three 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 of, premium (or premium, if any) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, but without limiting the rights and remedies of the holders of Company Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Any notice required or permitted to be given to the Trustee by a holder of Company Senior Indebtedness or by any agent, trustee or representative thereof shall be in writing and shall be sufficient for every purpose hereunder if in writing and either (i) sent via facsimile to the Trustee, the receipt of which shall be confirmed via telephone, or (ii) mailed, first class postage prepaid, or sent by overnight carrier, to the Trustee addressed to its Corporate Trust Office or to any other address furnished in writing to such holder of Company Senior Indebtedness by the Trustee. (2) Subject to the provisions of Section 6036.1 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Company Senior Debt Indebtedness (or a trustee trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Company Senior Debt (Indebtedness or a trustee trustee, fiduciary or agent therefor). 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 Company Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle 11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Company Senior Debt 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 ArticleArticle 11, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. (3) Notwithstanding anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received by a Responsible Officer at the Corporate Trust Office.

Notice to Trustee. 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 of any series pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.03, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section at least two three 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 premium, if any) or interest on any Securities of any series), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6036.03, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). 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 of 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 Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The If the Company elects to redeem Notes pursuant to Section 3.01(a) or Section 3.01(b), it shall give prompt written furnish to the Trustee, (i) at least 30 days (or such shorter period as the Trustee consents to in its sole judgment) but not more than 60 days before notice of a redemption is to be mailed to Holders, an Officers’ Certificate stating that the Company is redeeming Notes pursuant to Section 3.01(a) or Section 3.01(b), as the case may be, the date notice of redemption is to be mailed to Holders, the redemption date, the aggregate principal amount of Notes to be redeemed, the redemption price for such Notes, any calculations pursuant to Section 3.01(a) or (b), the amount of accrued and unpaid interest on such Notes as of the redemption date and, if applicable, the manner in which Notes are to be selected for redemption, in accordance with Section 3.03, if less than all outstanding Notes are to be redeemed. If the Trustee is not the Registrar, the Company shall, concurrently with delivery of its notice to the Trustee of any fact known a redemption, cause the Registrar to deliver to the Company Trustee a certificate (upon which would prohibit the making of any payment to or by the Trustee in respect may rely) setting forth the name of, and the aggregate principal amount of Notes held by each Holder. If the Securities of any series Company is required to offer to purchase Notes pursuant to the provisions of this Article. Notwithstanding the provisions of this Article Section 4.13 or any other provision of the Indenture4.14, the Trustee it shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment furnish to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject at least seven Business Days before notice of the corresponding Offer is to be mailed to Holders, an Officers’ Certificate setting forth that the provisions Offer is being made pursuant to Section 4.13 or 4.14, as the case may be, the Purchase Date, the maximum principal amount of Notes the Company is offering to purchase pursuant to such Offer, the purchase price for such Notes, the amount of accrued and unpaid interest on such Notes as of the Purchase Date and, if applicable, the manner in which Notes are to be selected for purchase, in accordance with Section 6033.03, shall if less than all outstanding Notes are to be entitled in all respects to assume that no such facts exist; provided, however, that if purchased. The Company will also provide the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof with any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Securities of any series), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). In the event additional information that the Trustee determines reasonably requests in good faith that further evidence is required connection with respect to the right of any Person as a holder of Senior Debt to participate in any payment of 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 Debt held by such Person, the extent to which such Person is entitled to participate in such payment redemption 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 paymentOffer.

Notice to Trustee. The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company which that would prohibit the making of any payment of moneys or assets to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleArticle 13. Notwithstanding Subject to Section 13.01, notwithstanding the provisions of this Article 13 or any other provision provisions of the this Indenture, neither the Trustee nor any paying agent (other than the Company) shall not be charged with knowledge of the existence of any facts Senior Indebtedness or of any fact which would prohibit the making of any payment of moneys or assets to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Articleor such paying agent, unless and until a Responsible Officer of the Trustee or such paying agent shall have received (in the case of a Responsible Officer of the Trustee, at the Corporate Trust Office of the Trustee) written notice thereof from the Company or a from the holder of any Senior Indebtedness or holders from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior Debt Indebtedness or from any trustee therefor; of the authority of such trustee, and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, Trustee shall be entitled in all respects conclusively to assume presume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any money such moneys or assets may become payable for any purpose (including, without limitation, the payment of either the principal of (or of, premium, if any) , or interest on any Securities Security) a Responsible Officer of any series)the Trustee shall not have received with respect to such moneys or assets the notice provided for in this Section 13.06, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys or assets and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603, the The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such a notice has been given by a holder of Senior Debt (Indebtedness or a trustee therefor)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 Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle 13, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle 13 and, 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.

Notice to Trustee. 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 of any series Notes pursuant to the provisions of this ArticleArticle 10. Notwithstanding Regardless of anything to the provisions of contrary contained in this Article 10 or any other provision of the elsewhere in this Indenture, the Trustee shall not 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 in respect of any Securities of any series pursuant to the provisions of this Article, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from in writing at the Corporate Trust Office of the Trustee to that effect signed by an officer of the Company, or by a holder of Senior Indebtedness or trustee or agent therefor, who shall have been certified by the Company or a holder otherwise established to the reasonable satisfaction of the Trustee to be such holder, trustee or holders of Senior Debt or from any trustee therefor; agent, and, prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 603Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 10.07 at least two three Business Days prior to the date upon which by the terms hereof any money may such monies shall become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Securities of any seriesNote), then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject to the provisions of Section 603, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle 10, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee or any paying agent in respect of the Securities of any series pursuant to the provisions of this Article. Notwithstanding Regardless of anything to the provisions of contrary contained in this Article or any other provision of the elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or 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 of moneys to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleTrustee, unless and until the Trustee shall have received written notice thereof from in writing at its principal Corporate Trust Office to that effect signed by an officer of the Company, or by a holder or agent of a holder of Senior Indebtedness who shall have been certified by the Company or a otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders of agent, or by the trustee under any indenture pursuant to which Senior Debt or from any trustee therefor; Indebtedness shall be outstanding, and, prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 603Sections 7.1 and 7.2, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section on a date at least two three Business Days prior to the date upon which by the terms hereof any money may such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (or premiumof, if any) or interest on any Securities of any series)Security) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior date. Regardless of anything to the contrary herein, nothing shall prevent (a) any payment by the Company or the Trustee to the Securityholders of amounts in connection with a redemption of Securities if (i) notice of such redemption has been given pursuant to Article 3 prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date. Subject , or (b) any payment by the Trustee to the provisions Securityholders of amounts deposited with it pursuant to Section 603, the 8.1. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee therefor)on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this Article, 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 person under this Article, and if such evidence is not furnished, 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.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities of any series pursuant to the provisions of this ArticleCompany Senior Debt. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof at the address specified in Section 16.02 from the Company or a holder or holders of Company Senior Debt or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6039.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section received, at least two three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitationpurpose, the payment of the principal of (or premium, if any) or interest on any Securities of any series)notice with respect to such money provided for in this Section 13.10, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6039.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Company Senior Debt (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of Company Senior Debt (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Company Senior Debt to participate in any payment of or distribution pursuant to this Article, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Company Senior Debt held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such Person person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person person to receive such payment.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the 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 premium, if any) and any premium or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee therefor). 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 Indebtedness to participate in any payment of 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 Debt 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.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Lender or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two three 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 of, premium, if any) , or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6036.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Lender (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Lender (or a trustee therefor). 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 holders of Senior Debt Indebtedness to participate in any payment of 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 Debt 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.

Notice to Trustee. The Company shall give prompt written notice to a Responsible Officer of 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article XII or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder or holders of Senior Debt Indebtedness of the Company or from any trustee therefor; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6037.01, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 12.05 at least two three 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 and premium, if any) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two during or after such three Business Days Day period. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent any payment by the Company or the Trustee to the Holders of monies in connection with a redemption of Securities if (i) notice of such redemption has been given hereof prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date. Subject to the provisions of Section 603, the The Trustee conclusively shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt Indebtedness of the Company (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness of the Company or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness of the Company to participate in any payment of or distribution pursuant to this ArticleArticle XII, 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 of the Company held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this ArticleArticle XII, and if such evidence is not furnished, 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.

Notice to Trustee. The Company shall give written notice to the Trustee of the issuance of any Designated Senior Indebtedness. In addition, the Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities of any series Notes pursuant to the provisions of this ArticleArticle 4. Notwithstanding the provisions of this Article 4 or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or 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 of monies to or by the Trustee in respect of any Securities of any series the Notes pursuant to the provisions of this ArticleArticle 4, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a holder or holders of Senior Debt Indebtedness or from any trustee thereforthereof who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or trustee; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6038.1, shall be entitled in all respects to assume that no such facts exist; provided, however, PROVIDED that if the Trustee shall not have received the notice provided for in this Section on a date at least two (2) Business Days prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal of (of, or premium, if any) , or interest on any Securities of any seriesNote), the Trustee shall not have received with respect to such monies the notice provided for in this Section 4.6, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior date. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent (a) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a redemption of Notes if (i) notice of such redemption has been given to the Noteholders pursuant to Article 3 prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than sixty (60) days before the redemption date, (b) any payment by the Company or the Trustee to the Noteholders of amounts in connection with a repurchase of Notes if (i) notice of such repurchase has been given pursuant to Article 16 prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of repurchase is given not earlier than forty (40) days before the repurchase date, or (c) any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section 13.1. Subject The Trustee, subject to the provisions of Section 6038.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle 4, 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 person under this ArticleArticle 4, and if such evidence is not furnished, 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.

Notice to Trustee. (a) 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 of any series pursuant to the provisions of this ArticleNotes. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleNotes, unless and until the Trustee shall have received written notice thereof from the Company Company, the Bank Agent or a holder or holders of Senior Debt Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603TIA Sections 315(a) through 315(d), 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 notice provided for in this Section at least two three 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 and premium, if any) or interest on any Securities of any seriesNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. . (b) Subject to the provisions of Section 603TIA Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee trustee, fiduciary or agent therefor). 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 Indebtedness to participate in any payment of 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 Debt 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 ArticleArticle and, 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.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (or and premium, if any) or interest (including any Additional Interest) on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall be entitled to assume conclusively that such facts do not exist and the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6036.1, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). 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 of 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 Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written ----------------- notice to a Responsible Officer of 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 any Securities of any series (or any Coupons appertaining thereto) pursuant to the provisions of this ArticleArticle 15. Notwithstanding the provisions of this Article 15 or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series (or any Coupons appertaining thereto) pursuant to the provisions of this ArticleArticle 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6037.2, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall have not have received the notice provided for in this Section at least two 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 premium, if any) or interest on any Securities of any seriesseries (or any Coupons appertaining thereto)), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose purposes for which they were received received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6037.2, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee therefor). 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 Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle 15, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle 15, 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.

Notice to Trustee. (a) 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 of any series pursuant to the provisions of this Articleor that would end such prohibition. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any the Securities of any series pursuant to the provisions of this Articleor that would end such prohibition, unless and until the Trustee a Responsible Trust Officer shall have received written notice thereof from the Company or a Company, any holder or holders of Senior Debt Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice of any prohibition provided for in this Section at least two three 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 premium, if any) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Any notice required or permitted to be given to the Trustee by a holder of Senior Indebtedness or by any agent, trustee or representative thereof shall be in writing and shall be sufficient for every purpose hereunder if in writing and either (i) sent via facsimile or email to the Trustee, the receipt of which is confirmed via telephone, or (ii) mailed, first class postage prepaid, or sent by overnight carrier, to the Trustee addressed to its Corporate Trust Office or to any other address furnished in writing to such holder of Senior Indebtedness by the Trustee. (b) Subject to the provisions of Section 6036.01 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefortrustee, fiduciary or agent therefore) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee trustee, fiduciary or agent therefor). 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 Indebtedness to participate in any payment of 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 Debt 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. (c) Notwithstanding anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received by a Responsible Trust Officer at the Corporate Trust Office.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleNotes. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleNotes, unless and until the Trustee shall have received written notice thereof from the Company or and/or a holder or holders of Senior Debt (or from any trustee therefor) as set forth below; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6037.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if . The Trustee shall make any payment(s) or distribution(s) to the holders of Senior Debt under this Article only upon (i) a Company Order notifying the Trustee shall not have received of an event under Sections 18.02, 18.03 or 18.04 hereof and directing the Trustee to make such payment(s) or distribution(s) to the holders of Senior Debt or (ii) written notice from a holder of Senior Debt (or a trustee therefor) notifying the Trustee of an event under Section 18.02, 18.03 or 18.04 hereof and directing the Trustee to make such payment(s) or distribution(s) as provided for in this Section at least two Business Days prior to such notice, together with a Company Order notifying the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment Trustee that such holder of the principal of Senior Debt (or premium, if anytrustee therefor) is a holder of Senior Debt and is entitled to participate in any such payment(s) or interest on any Securities of any series), then, anything herein contained to the contrary notwithstanding, distribution(s) and directing the Trustee shall have full power and authority to receive make such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such datepayment(s) or distribution(s). Subject to the provisions of Section 6037.01 hereof, the Trustee shall be entitled to rely on the delivery upon any notice, request, instruction, direction, certificate, consent, statement, instrument, document, order or other writing received by it under this Article 18 in order to it of a make any determination hereunder, including, without limitation, any written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor), and shall not incur liability for relying upon any such notice, request, instruction, direction, certificate, consent, statement, instrument, document, order or other writing believed by it to be genuine. The Trustee may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it in connection with any notice, request, instruction, direction, certificate, consent, statement, instrument, document, order or other writing received by it under this Article 18, and shall not be liable for any action taken or not taken by it in reliance on such consultation. 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 of or distribution pursuant to this ArticleArticle 18, the Trustee may request the Company and/or 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 ArticleArticle 18, 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.

Notice to Trustee. The Company [Adesto Technologies Corporation] shall give prompt written notice in the form of an Officers’ Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company [Adesto Technologies Corporation] which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the Securities of any series Notes pursuant to the provisions of this ArticleArticle [ ]. Notwithstanding the provisions of this Article [ ] or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of any Securities of any series the Notes pursuant to the provisions of this ArticleArticle [ ], unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from [Adesto Technologies Corporation] (in the Company form of an Officers Certificate) or a Representative or a holder or holders of Senior Debt Indebtedness or from any trustee thereforthereof; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 603[ ] [Duties and Responsibilities of Trustee, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall on a date not have received the notice provided for in this Section at least two fewer than one Business Days Day prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal of (of, or premium, if any) , or interest on any Securities of any series)Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section [ ].5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys movies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject Notwithstanding anything in this Article [ ] to the contrary, nothing shall prevent any payment by the Trustee to the Noteholders of monies deposited with it pursuant to Section [ ] [Discharge of Indenture], and any such payment shall not be subject to the provisions of Section 603[ ].1 or [ ].2. The Trustee, subject to the Trustee provisions of Section [ ] [Duties and Obligations of Trustee], shall be entitled to rely on the delivery to it of a written notice by a Person Representative or a person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt (Indebtedness or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle [ ], 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 person under this Article, Article [ ] and if such evidence is not furnished, 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.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Company, any holder or holders of Senior Debt Indebtedness, any Designated Senior Holder or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603601 hereof, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section at least two three 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 premium, if any) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Any notice required or permitted to be given to the Trustee by a holder of Senior Indebtedness or by any agent, trustee or representative thereof shall be in writing and shall be sufficient for every purpose hereunder if in writing and either (i) sent via facsimile to the Trustee, the receipt of which shall be confirmed via telephone, or (ii) mailed, first class postage prepaid, or sent by overnight carrier, to the Trustee addressed to its Corporate Trust Office or to any other address furnished in writing to such holder of Senior Indebtedness by the Trustee. Subject to the provisions of Section 6036.01 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness or Designated Senior Holder (or a trustee therefor) trustee, fiduciary or agent therefor to establish that such notice has been given by a holder of Senior Debt (Indebtedness or Designated Senior Holder or a trustee trustee, fiduciary or agent therefor). 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 Indebtedness or Designated Senior Holder to participate in any payment of 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 Debt 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. Notwithstanding anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received by a Responsible Officer at the Corporate Trust Office.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company it which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which fact that would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603TIA Sections 315(a) through 315(d), 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 notice provided for in this Section at least two five 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 premium, if any, on) or interest interest, if any, on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two five Business Days prior to such date. . (b) Subject to the provisions of Section 603TIA Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or such holder's representative or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or such holder's representative or a trustee therefor). 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 Indebtedness to participate in any payment of 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 Debt 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 ArticleArticle and, 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.

Notice to Trustee. The Company Obligors shall give prompt written notice in the form of an Officers' Certificate to a Trust Officer of the Trustee and to any Paying Agent of any fact known to the Company Obligors which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Securities of any series pursuant to the provisions of this Article. Article V. Notwithstanding the provisions of this Article V or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of any the Securities of any series pursuant to the provisions of this ArticleArticle V, unless and until a Trust Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company Obligors (in the form of an Officers' Certificate) or a holder Representative or holders a Holder or Holders of Senior Debt Indebtedness or from any trustee thereforthereof; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6039.1, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall on a date not have received the notice provided for in this Section at least two less than one Business Days Day prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal of (of, or premium, if any) , interest or interest Additional Interest, if any, on any Securities of any series)Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 5.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject Notwithstanding anything in this Article V to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 10, and any such payment shall not be subject to the provisions of Article V. The Trustee, subject to the provisions of Section 6039.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person Representative or a person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt (Indebtedness or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle V, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle V, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article Seventeen or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company Company, the Guarantor or a holder or holders of Senior Debt Lender or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received -------- ------- the notice provided for in this Section at least two three 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 of, premium, if any) , or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 603601, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Lender (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Lender (or a trustee therefor). 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 holders of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle Seventeen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle Seventeen, 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.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (or and premium, if any) or interest (including any Additional Interest) on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6036.1, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee or attorney-in-fact therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee or attorney-in-fact therefor). 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 Indebtedness to participate in any payment of 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 Debt 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.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, Trustee shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section at least two 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 and premium, if any) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603, the The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). 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 of 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 Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article ‎Article Fourteen or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt of the Company or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603‎Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section ‎Section 1410 at least two 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 and premium, if any) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603‎Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Debt of the Company (or a trustee trustee, agent or representative therefor) to establish that such notice has been given by a holder of Senior Debt of the Company (or a trustee trustee, agent or representative therefor). In the event that If 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 of the Company to participate in any payment of or distribution pursuant to this Article‎Article Fourteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of the Company 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 Article‎Article Fourteen, 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.

Notice to Trustee. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company liquidation, moratorium, insolvency, bankruptcy, receivership or other proceeding which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article Eleven or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or Representative of the holders of such Senior Debt or from any trustee thereforIndebtedness; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6035.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two three 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 and premium, if any or interest, if any) or interest , on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6035.1, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person person representing himself to be a holder Representative of holders of Senior Debt (or a trustee therefor) Indebtedness to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor)Representative. 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 of or distribution pursuant to this ArticleArticle Eleven, the Trustee may request that such Person to person 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 person under this ArticleArticle Eleven, and if such evidence is not furnished, the Trustee may defer any such payment to such Person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. The Company Guarantor shall give prompt written notice to the Trustee of any fact known to the Company liquidation, moratorium, insolvency, bankruptcy, receivership or other proceeding which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article Thirteen or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleGuaranty, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or Representative of the holders of such Guarantor Senior Debt or from any trustee thereforIndebtedness; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6035.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two three 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 pursuant to the Guaranty of the principal of (or and premium, if any or interest, if any) or interest , on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6035.1, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person person representing himself to be a holder Representative of holders of Guarantor Senior Debt (or a trustee therefor) Indebtedness to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor)Representative. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle Thirteen, the Trustee may request that such Person to person furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor 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 person under this ArticleArticle Thirteen, and if such evidence is not furnished, the Trustee may defer any such payment to such Person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known if, to the Company which would prohibit the making of Company's knowledge, any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of is prohibited by this ArticleArticle 13. Notwithstanding the provisions of this Article 13 or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of that any payment to or by the Trustee in respect of any the Securities of any series pursuant to the provisions of is prohibited by this ArticleArticle 13, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee therefortherefor or other representative thereof; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6031.05, shall be entitled in all respects to assume that no such facts existexist that would prohibit any payment in respect of the Securities; provided, however, that if a Responsible Officer of the Trustee shall not have received at the Corporate Trust Office of the Trustee the notice provided for in this Section at least 13.09 by the close of business on the date that is two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, including the payment of the principal of (or and premium, if any) or interest (including Liquidated Damages, if any) on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within after the close of business on the date that is two Business Days prior to such date. Subject to the provisions of Section 603Article 5, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself itself to be a holder of Senior Debt Indebtedness (or a trustee thereforrepresentative thereof) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereforrepresentative thereof). 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 Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle 13, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle 13, 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.

Notice to Trustee. 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 of any series pursuant to the provisions of this Article. Notwithstanding the provisions of this Article 3 or any other provision provisions of the this Indenture, neither the Trustee not any paying agent (other than the Company) shall not be charged with knowledge of the existence of any facts Senior Indebtedness or of any event which would prohibit the making of any payment of moneys to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Articleor such paying agent, unless and until the Trustee or such paying agent shall have received (in the case of the Trustee, at its main office) written notice thereof from the Company or a from the holder or holders of any Senior Indebtedness, together with proof reasonably satisfactory to the Trustee of such holding of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, shall be entitled in all respects to assume that no such facts existIndebtedness; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days one business day prior to the date upon which by the terms hereof any money such moneys may become payable for any purpose (including, including without limitation, the payment of either the principal of (or premium, if any) , or interest on any Securities of any series)Note) the Trustee shall not have received with respect to such moneys the notice provided for in this Section 3.9, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such one business day prior to such date. Subject to the provisions of Section 603, the The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt (or a trustee therefor) Indebtedness to establish that such a notice has been given by a holder of Senior Debt (or a trustee therefor)Indebtedness. In the event that the Trustee determines in good faith that further evidence is required with respect to the authority or right of any Person person as a holder of Senior Debt Indebtedness to deliver notice or participate in any payment of or distribution pursuant to this ArticleArticle 3, then the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the authority of such person, 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 authority or rights of such Person person under this ArticleArticle 3 and, and if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the authority or right of such Person person to deliver notice or receive such payment. Upon request of the Trustee, the Company will provide it with an Officers' Certificate setting forth the identity of any holder of Senior Indebtedness and the amount of such Senior Indebtedness and the Trustee shall be fully protected in relying upon such Officers' Certificate. The Company shall promptly deliver an Officer's Certificate notifying the Trustee and each other paying agent of any facts known to the Company that would cause any payment or distribution with respect to the Notes to violate this Article 3, but failure to give such notice shall not affect the subordination of the Notes to the Senior Indebtedness provided in this Article 3.

Notice to Trustee. 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 of any series Notes pursuant to the provisions of this ArticleArticle Ten. Notwithstanding Unless the provisions Trustee has failed to give notice of this Article or any other provision its change of the Indentureaddress pursuant to Section 13.02 hereof, the Trustee shall not be charged with knowledge of the existence of any 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 in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company Company, or by a holder or holders of Senior Debt Indebtedness or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 603Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 10.06 at least two Business Days prior to the date upon which by the terms hereof of this Indenture any money may moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (or of, premium, if any) , or interest on any Securities of any seriesNote), then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such any moneys from the Company and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject Nothing contained in this Section 10.06 shall limit the right of the holders of Senior Indebtedness to the provisions of recover payments as contemplated by Section 603, the 10.03 or from any Holder under Section 10.02(b). The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt Indebtedness (or a trustee thereforon behalf of, or agent or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt (Indebtedness or a trustee therefor)or agent or representative on behalf of any such holder. A holder of Senior Indebtedness and any trustee, agent or other representative on behalf of such holder shall be entitled to deliver all notices required by this Section 10.06 or otherwise pursuant to this Article Ten to the address of the Trustee set forth herein unless such holder or the trustee, agent or representative of such holder shall have received actual written notice of a change of address of the Trustee. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle Ten, 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.

Notice to Trustee. The Company shall give prompt written notice to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities of or any series Paying Agent pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of any Securities of any series the Notes pursuant to the provisions of this Article, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company or a holder or holders of Senior Debt or from any trustee thereforRepresentative; and, prior to and before the receipt of any such written notice, the Trustee, subject to Section 601 of the provisions of Section 603Base Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall on a date not have received the notice provided for in this Section at least fewer than two Business Days prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, including the payment of the principal of (or premium, if any) or interest on any Securities of any series)Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date. Subject Notwithstanding anything in this Article to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section 401 of the Base Indenture, and any such payment shall not be subject to the provisions of Section 6035.01 or 5.02. The Trustee, subject to the Trustee provisions of Section 601 of the Base Indenture, shall be entitled to rely on the delivery to it of a written notice by a Representative or a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt (Indebtedness or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness to participate in any payment of 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 Debt 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, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. 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 or distribution to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleArticle 13. Notwithstanding Regardless of anything to the provisions of contrary contained in this Article 13 or any other provision of the elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment or distribution to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof in writing referencing this Indenture and the Securities from the Company Company, or from a holder or holders of Senior Debt or from any trustee a Representative therefor; , and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section received, at least two three Business Days prior to the date upon which by the terms hereof of the Securities issued under this Indenture any such money may become payable for any purpose (including, without limitation, the payment of the principal of (principal, interest, redemption price, change in control or premiumpurchase price, if any) or interest on any Securities , as the case may be, in respect of any seriesSecurity), the notice with respect to such money provided for in this Section 13.7, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 603, the The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment of or distribution pursuant to this ArticleArticle 13, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount amounts 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 ArticleArticle 13, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company Issuer or a holder or holders of Senior Debt of the Issuer or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two three 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 premium, if any) Principal or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6036.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of the Issuer (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of the Issuer (or a trustee therefor). 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 of the Issuer to participate in any payment of 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 Debt of the Issuer 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.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (or and premium, if any) or interest (including any Additional Interest) on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they the monies were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6036.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Debt Indebtedness (or a trustee trustee, agent or representative therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee or attorney-in-fact therefor). 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 Indebtedness to participate in any payment of 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 Debt 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.

Notice to Trustee. (a) 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 of any series pursuant to the provisions of this Articleor that would end such prohibition. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any the Securities of any series pursuant to the provisions of this Articleor that would end such prohibition, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Company, any holder or holders of Senior Debt Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603601 hereof, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice of any prohibition provided for in this Section at least two three 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 premium, if any) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Any notice required or permitted to be given to the Trustee by a holder of Senior Indebtedness or by any agent, trustee or representative thereof shall be in writing and shall be sufficient for every purpose hereunder if in writing and either (i) sent via facsimile to the Trustee, the receipt of which shall be confirmed via telephone, or (ii) mailed, first class postage prepaid, or sent by overnight carrier, to the Trustee addressed to its Corporate Trust Office or to any other address furnished in writing to such holder of Senior Indebtedness by the Trustee. (b) Subject to the provisions of Section 603601 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefortrustee, fiduciary or agent therefore) to establish that such notice has been given by a holder of Senior Debt (Indebtedness or a trustee trustee, fiduciary or agent therefor). 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 Indebtedness to participate in any payment of 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 Debt 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. (c) Notwithstanding anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received by a Responsible Officer at the Corporate Trust Office.

Notice to Trustee. The Company Corporation shall give prompt written notice to the Trustee of any fact known to the Company Corporation which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleNotes. Notwithstanding the provisions of this Article Four or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleNotes, unless and until the Trustee shall have received written notice thereof from the Company Corporation or a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6037.01 of the Original Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 4.10 at least two three 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 and premium, if any) or interest on on, or amounts payable upon redemption or repurchase of, any Securities of any seriesNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6037.01 of the Original Indenture, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee therefor). 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 Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle Four, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt Indebtedness held by such Person, 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 under this ArticleArticle Four, 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.

Notice to Trustee. 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 or that would permit the resumption of any series pursuant such payment. Failure to give such notice shall not affect the provisions subordination of this Articlethe Securities to Senior Indebtedness. Notwithstanding the provisions of this Article Eleven or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any the Securities or that would permit the resumption of any series pursuant to the provisions of this Articlesuch payment, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section received, at least two three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of the principal of (or premiumprincipal, Redemption Price, interest, if any) , or interest on any Securities other amount payable as contemplated by Section 2.3, as the case may be, in respect of any seriesSecurity), the notice with respect to such money provided for in this Section 11.10, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6036.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle Eleven, 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 person under this ArticleArticle Eleven, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such Person person pursuant to the terms of this Indenture pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. 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 of any series pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section at least two 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 premium, if any) or interest on any Securities of any series), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). 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 of 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 Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. 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 of any series. Failure to give such notice shall not affect the subordination of the Securities of such series pursuant to the provisions of this ArticleSenior Indebtedness. Notwithstanding the provisions of this Article Fourteen or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any the Securities of any series pursuant to the provisions of this Articlesuch series, unless and until the Trustee shall have received written notice thereof in accordance with Section 105 from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section received, at least two three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of the principal of (amount, interest or premiumsuch other amounts as may be provided for in Section 301, if any) or interest on any Securities , as the case may be, in respect of any Security of such series), the notice with respect to such money provided for in this Section 1410, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 603601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle Fourteen, 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 person under this ArticleArticle Fourteen, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such Person person pursuant to the terms of this Indenture pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice in the form of an Officers’ Certificate to a Responsible Officer of the Trustee and to any Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Securities of any series Notes pursuant to the provisions of this ArticleArticle 12. Notwithstanding the provisions of this Article 12 or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of any Securities of any series the Notes pursuant to the provisions of this ArticleArticle 12, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the office of the Trustee specified in Section 13.03 hereof from the Company (in the form of an Officers’ Certificate) or a Representative or a holder or holders of Senior Debt or from any trustee thereforDebt; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6037.01, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior with respect to the date upon which by the terms hereof any money such monies that may become payable for any purpose (including, without limitation, the payment of the principal of (of, or premium, if any) , or interest on any Securities of any series)Note) unless the Trustee shall have received, on a date not less than one Business Day immediately prior to the date upon which by the terms hereof such monies shall become payable, the notice provided for in this Section 12.05, then, anything herein in the first two paragraphs of Section 12.02 contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior date; provided further, that if the Trustee shall receive any such notice on the date upon which by the terms hereof such monies shall become payable, the Trustee may, in its reasonable discretion, waive the time for notice provided in the foregoing proviso. Nothing shall prevent any payment by the Trustee to the holders of monies deposited with it pursuant to Article 8, and any such datepayment shall not be subject to the provisions of Article 12; provided that, at the time of any such deposit, such deposit and payment were permitted under this Article 12 without giving effect to the first clause of this sentence. Subject The Trustee, subject to the provisions of Section 6037.01, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative or a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a Representative or a holder of Senior Debt (or a trustee therefor)Debt. 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 of or distribution pursuant to this ArticleArticle 12, 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 ArticleArticle 12, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article XII or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee Representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.01, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 12.10 at least two Business Days prior to the date upon on which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or of, premium, if any) , or interest on or any Securities of Additional Amounts with respect to any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6036.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee Representative therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee Representative therefor). 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 Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle XII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle XII, 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.

Notice to Trustee. (a) 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or Company, a holder or holders of Senior Debt or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to Sections 315(a) through 315(d) of the provisions of Section 603Trust Indenture Act, 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 notice provided for in this Section at least two three 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 of, and premium, if any) , or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. . (b) Subject to Sections 315(a) through 315(d) of the provisions of Section 603Trust Indenture Act, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself itself to be a holder of Senior Debt (or a trustee trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee trustee, fiduciary or agent therefor). 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 of 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 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 ArticleArticle and, 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.

Notice to Trustee. The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company which would prohibit the making of any payment of monies 64 to or by the Trustee in respect of the Securities of any series Notes pursuant to the provisions of this ArticleArticle XIV. Notwithstanding the provisions of this Article XIV or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of any Securities of any series the Notes pursuant to the provisions of this ArticleArticle XIV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 603Article VI, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 1410 at least two 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 premium, if any) or interest on any Securities of any seriesNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose purposes for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject The Trustee, subject to the provisions of Section 603Article VI, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment of or distribution pursuant to this ArticleArticle XIV, 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 ArticleArticle XIV, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the Subordinated Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, Trustee shall be entitled in all respects to assume that no such facts facts, subject to Sections 3.15(a) through 3.15(d) of the Trust Indenture Act of 1939, exist; provided, however, that that, if the Trustee shall not have received the notice as provided for in this Section 10 at least two three 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 and premium, if any, on) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 603, the . (b) The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself itself to be a holder of Senior Debt Indebtedness (or a trustee trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee trustee, fiduciary or agent therefor). 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 Indebtedness to participate in any payment of 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 Debt 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 ArticleArticle and, 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. Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to Sections 3.15(a) through 3.15(d) of the Trust Indenture Act of 1939, and the holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which any insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof at its Corporate Trust Office from the Company or Company, a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.01, shall be entitled in all respects to assume that no such facts exist; providedprovided , howeverhowever , that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section at least two three 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 and premium, if any) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6036.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee therefor). 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 Indebtedness to participate in any payment of 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 Debt 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.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article XII or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.9 at least two 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 premium, if any) or interest on any Securities of any series)purpose, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6036.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee therefor). 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 Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle XII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle XII, 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.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known if, to the Company which would prohibit the making of Company's knowledge, any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of Series 6-1/2% Notes is prohibited by this Article. Article V. Notwithstanding the provisions of this Article V or any other provision of the Indenture or this First Supplemental Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of that any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of Series 6-1/2% Notes is prohibited by this ArticleArticle V, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.1 of the Indenture, shall be entitled in all respects to assume that no such facts existexist that would prohibit any payment in respect of the Series 6-1/2% Notes; provided, however, that if the Trustee shall not have received the notice provided for in this Section 5.09 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, including the payment of the principal of (or and premium, if any) or interest on any Securities of any seriesSeries 6-1/2% Note), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6036.1 of the Indenture, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee therefor). 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 Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle V, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle V, 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.

Notice to Trustee. The Company Issuer shall give prompt written notice to a Responsible Officer of the Trustee at its address set forth in Section 13.2 of any fact known to the Company Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleArticle Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Notwithstanding Regardless of anything to the provisions of contrary contained in this Article Ten or any other provision of the elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof in writing from the Company Issuer, or from a holder or holders of Senior Debt or from any trustee a Representative therefor; , and, prior to the receipt of any such written notice, the TrusteeTrustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist (provided that, -------- notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 10.2 and/or 10.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 603, 10.2 and Section 10.3). The Trustee shall be entitled in all respects to assume rely on the delivery to it of any notice pursuant to this Section 10.7 to establish that no such facts exist; provided, however, that if notice has been given by a holder of Senior Debt (or a Representative therefor). If the Trustee shall not have received the notice provided for in this Section received, at least two one Business Days Day prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitationpurpose, the payment of the principal of (or premiumnotice provided for in this Section, if any) or interest on any Securities of any series), then, then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two with one Business Days Day prior to such date. Subject date (provided that, notwithstanding the -------- foregoing, the Holders receiving any payments made in contravention of Section 10.2 and/or 10.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 603, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor10.2 and Section 10.3). In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment of or distribution pursuant to this ArticleArticle Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount amounts 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 ArticleArticle Ten, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) 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 of any series pursuant to the provisions of this ArticleNotes. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleNotes, unless and until the Trustee shall have received written notice thereof from the Company Company, the Agent or a holder or holders of Senior Debt Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6037.05 hereof, 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 notice provided for in this Section at least two three 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 and premium, if any) or interest on any Securities of any seriesNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. . (b) Subject to the provisions of Section 6037.05 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee trustee, fiduciary or agent therefor). 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 Indebtedness to participate in any payment of 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 Debt 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 ArticleArticle and, 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.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company it which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or and an authorized representative for the holders of Senior Debt Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603601, 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 notice provided for in this Section or Section 1203 hereof at least two three Business Days prior to the date upon on which by the terms hereof of this Indenture any money may become payable for any purpose (including, without limitation, including the payment of the principal of (or and premium, if any) or interest on or any Securities of amounts payable in connection with any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected with respect to such action taken by any notice to the contrary that which may be received by it within two Business Days prior to on or after such date. . (b) Subject to the provisions of Section 603Trust Indenture Act Sections 315(a) through (d), the Trustee shall be entitled to rely on the delivery any written notice delivered to it of a written notice from time to time by a Person representing himself to be a holder an authorized representative for the holders of Senior Debt (Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or a trustee therefor) distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor)this Article Twelve. 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 Indebtedness to participate in any payment of 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 Debt 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 ArticleArticle and, 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.

Notice to Trustee. 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 of any series pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, 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 notice provided for in this Section at least two 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 premium, if any) or interest on any Securities of any series), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603603(1), the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). 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 of 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 Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6035.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days 11.5 prior to the date upon which by the terms hereof any money may become payable for any purpose (including, including without limitation, limitation the payment of the principal of (or and premium, if any) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 6035.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee trustee, agent or representative therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee trustee, agent or representative therefor). 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 of or distribution pursuant to this ArticleArticle Eleven, 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 ArticleArticle Eleven, 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.

Notice to Trustee. The Company and the Subsidiary Guarantors 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 of or under any series pursuant to the provisions of this ArticleSubsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company or Company, a Subsidiary Guarantor, a holder or holders of Senior Debt Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6036.01, shall be entitled in all respects to assume that no such facts exist; providedprovided , howeverhowever , that if the Trustee shall not have received the notice provided for in this Section at least two three 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 and premium, if any) or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 6036.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee therefor). 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 Indebtedness to participate in any payment of 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 Debt 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.

Notice to Trustee. The Company Borrower shall give prompt written notice to the Trustee of any fact known Payment Default under and as defined in the Indenture. Failure to give such notice shall not affect the subordination of the Notes to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleFirst Priority Lien Obligations. Notwithstanding the provisions of this Article Agreement or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleNotes, unless and until the Trustee shall have received written notice thereof at the address specified on the signature pages hereto from the Company Borrower or a holder or holders of Senior Debt or from any trustee thereforBank; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer (as defined in the Indenture) of the Trustee shall not have received the notice provided for in this Section received, at least two Business Days one business day prior to the date upon which by the terms hereof of the Indenture any such money may become payable for any purpose (including, without limitation, the payment on account of the principal of (or of, premium, if any) , or interest on the Notes, the redemption price for Notes called for redemption in accordance with Section 3.2 of the Indenture, the Repurchase Price with respect to Notes submitted for repurchase in accordance with Section 16.1 of the Indenture, the Conversion Price, the Company Conversion Provisional Payment, Extension Fees, Liquidated Damages (as each such term is defined in the Indenture), fees, expenses and any Securities other payment payable with respect to the Notes pursuant to the provisions of any seriesthe Indenture), a notice of a Payment Default or a Payment Blockage Notice, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days less than one business day prior to such date. Subject to the provisions of Section 603, the The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person person representing himself itself to be a holder of Senior Debt (or a trustee therefor) Bank to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor)Bank. 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 First Priority Lien Obligations to participate in any payment of or distribution pursuant to this ArticleSection 2, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt First Priority Lien Obligations held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this ArticleSection 2, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such Person person pursuant to the terms of this Agreement pending judicial determination as to the right rights of such Person person to receive such payment.

Notice to Trustee. 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 Notes. Failure to give such notice shall not affect the subordination of any series pursuant the Notes to the provisions of this ArticleSenior Indebtedness. Notwithstanding the provisions of this Article or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleNotes, unless and until the Trustee shall have received written notice thereof at the address and in the manner specified in Section 13.02 from the Company or a representative of or a holder or holders of Senior Debt Indebtedness or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, 7.01 shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section received, at least two Business Days 24 hours prior to the date time upon which by the terms hereof any such money may become payable for any purpose (including, without limitationpurpose, the payment of the principal of (or premium, if any) or interest on any Securities of any series)notice with respect to such money provided for this Section 10.06, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days 24 hours prior to such datetime. Subject to the provisions of Section 6037.01, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt Indebtedness (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle 10, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such Person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person to receive such payment.

Notice to Trustee. 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 of any series pursuant to the provisions of this ArticleSecurities. Notwithstanding the provisions of this Article Seventeen or any other provision of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this ArticleSecurities, unless and until the Trustee shall have received written notice thereof from the Company Company, the Guarantor or a holder or holders of Senior Debt Lender or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received -------- ------- the notice provided for in this Section at least two three 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 of, premium, if any) , or interest on any Securities of any seriesSecurity), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date. Subject to the provisions of Section 603601, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Lender (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Lender (or a trustee therefor). 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 holders of Senior Debt Indebtedness to participate in any payment of or distribution pursuant to this ArticleArticle Seventeen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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 ArticleArticle Seventeen, 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.. 108

Notice to Trustee. The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee in the form of an Officers’ Certificate of any fact known to the Company which would prohibit the making of any payment of money or distribution to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this ArticleIndenture. Notwithstanding the provisions of this Article Article, including, not limited to, Sections 1402, 1403 and 1404 hereof, or any other provision provisions of the this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee in respect of any the Securities of any series otherwise required to be made pursuant to the provisions terms of this ArticleIndenture or the Securities, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, 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 notice provided for in this Section at least two three Business Days prior to the date upon which by the terms hereof any money cash, property or securities may become payable or distributable for any purpose purposes (including, without limitation, the payment of the principal of (or of, premium, if any) , sinking funds or interest on any Securities of any seriesSecurity), then, notwithstanding anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such moneys and to apply the same monies, securities or other property received by it for any such payment or distribution to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be have been received by it within two such three Business Days prior to such date. Subject to the provisions of Section 603, the The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee thereforon 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 of 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 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 the Article, and and, if such evidence is not furnished, the Trustee may defer any payment or distribution to such Person pending judicial determination as to the right of such Person to receive such paymentpayment or distribution.