Common use of Trustee Entitled to Assume Clause in Contracts

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Trustee or Paying Agent shall not be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or Paying Agent, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or from any trustee or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereof; and, prior to the receipt of any such written notice or actual knowledge, the Trustee or Paying Agent may conclusively assume that no such facts exist. Unless at least one day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. The Trustee shall not be deemed to have any fiduciary duty to the holders of Senior Indebtedness.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or Paying AgentTrustee, unless and until at least one Business Day prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company or from one or more holders of Senior Indebtedness Debt or from any representative thereof or from any trustee or agent therefor or unless therefor, together with proof satisfactory to the Trustee of such holding of Senior Debt or Paying Agent otherwise had actual knowledge thereofof the authority of such representative or trustee; and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day 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 representative or trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a representative of or trustee on behalf of any such holder. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payments or distribution pursuant to this Article Ten, 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, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Article 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. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and nothing in this Article Ten shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. Section 10.07. Application by Trustee of Monies or U.S. Government Obligations Deposited with It. Money or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 shall be for the sole benefit of Securityholders and, to the extent allocated for the payment of Securities, shall not be subject to the subordination provisions of this Article Ten, if the same are deposited in trust prior to the date when by the terms happening of this Indenture any event specified in Section 10.02. Otherwise, any deposit of monies are to be deposited or U.S. Government Obligations by the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of the principal of or interest on any Securities shall be subject to the provisions of Sections 10.01, 10.02 and 10.03 except that, if prior to the date on which by the terms of this Indenture any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or the interest on any Security)interest, the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. The Trustee shall not be deemed to have any fiduciary duty to the holders of Senior Indebtedness.35

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company or from one or more holders of Senior Indebtedness Debt or from any representative thereof or from any trustee or agent therefor or unless therefor, together with proof satisfactory to the Trustee of such holding of Senior Debt or Paying Agent otherwise had actual knowledge thereofof the authority of such representative or trustee; and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections 7.01 and 7.02 shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day 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 representative or trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a representative of or trustee on behalf of any such holder. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payments or distribution pursuant to this Article Ten, 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, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Article 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. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and nothing in this Article Ten shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. Section 10.07. Application by Trustee of Monies or U.S. Government Obligations Deposited with It. Money or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 shall be for the sole benefit of Securityholders and, to the extent allocated for the payment of Securities, shall not be subject to the subordination provisions of this Article Ten, if the same are deposited in trust prior to the date when by the terms happening of this Indenture any event specified in Section 10.02. Otherwise, any deposit of monies are to be deposited or U.S. Government Obligations by the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of the principal of or interest on any Securities shall be subject to the provisions of Sections 10.01, 10.02 and 10.03 except that, if prior to the date on which by the terms of this Indenture any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or the interest interest, if any, on any Security), ) the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, shall not have received with respect to such monies the notice provided for in the preceding sentenceSection 10.06, then the Trustee or the Paying Agent shall have full power and authority to receive and apply such monies and U.S. Government Obligations and to apply the same to the purpose for which they were received. Neither of them , and shall not be affected by any notice to the contrary, contrary which may be received by either it on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this This Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. The Trustee shall not be deemed to have any fiduciary duty to the holders of Senior Indebtedness.34

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Issuer shall give prompt written notice to the Trustee of any fact known to the Issuer which would prohibit the making of any payment or Paying Agent distribution to or by the Trustee in respect of the Subordinated Securities. Notwithstanding the provisions of this Article ____ or any provision of this Indenture, the Trustee shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee or agent therefor or unless therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or Paying Agent otherwise had actual knowledge thereofof the authority of such representative or trustee; and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections ___ and ___, shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or other representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payments or distribution pursuant of this Article ____, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to 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. The Trustee Trustee, however, shall not be deemed to have owe any fiduciary duty to the holders of Senior IndebtednessIndebtedness and nothing in this Article ____ shall apply to claims of, or payments to, the Trustee under or pursuant to Section ___.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of NoticeNotice The Issuer shall give prompt written notice to the Trustee of any fact known to the Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Subordinated Securities. The Notwithstanding the provisions of this Article XII or any provision of this Indenture, the Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee or agent therefor or unless therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or Paying Agent otherwise had actual knowledge thereofof the authority of such representative or trustee; and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections 6.1 and 6.2, shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or other representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payments or distribution pursuant of this Article XII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article XII, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The Trustee Trustee, however, shall not be deemed to have owe any fiduciary duty to the holders of Senior IndebtednessIndebtedness and nothing in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.6.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Issuer shall give prompt written notice to the Trustee of any fact known to the Issuer which would prohibit the making of any payment or Paying Agent distribution to or by the Trustee in respect of the Subordinated Securities. Notwithstanding the provisions of this Article ____ or any provision of this Indenture, the Trustee shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee or agent therefor or unless therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or Paying Agent otherwise had actual knowledge thereofof the authority of such representative or trustee; and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections ___ and ___, shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or other representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payments or distribution pursuant of this Article ____, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to 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. The Trustee Trustee, however, shall not be deemed to have owe any fiduciary duty to the holders of Senior Indebtedness and nothing in this Article ____ shall apply to claims of, or payments to, the Trustee under or pursuant to Section ___. Section ___.7 Application by Trustee of Monies or Government Obligations Deposited with It. Money or Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section ____ shall be for the sole benefit of Securityholders and, to the extent allocated for the payment of Subordinated Securities, shall not be subject to the subordination provisions of this Article ____, if the same are deposited in trust prior to the happening of any event specified in Section ___.2. Otherwise, any deposit of monies or Government Obligations by the Issuer with the Trustee or any paying agent (whether or not in trust) for the payment of the principal of, or interest on, any Subordinated Securities shall be subject to the provisions of Section ___.1, ___.2 and ___.3 except that, if prior to the date on which by the terms of this Indenture any such monies may become payable for any purposes (including, without limitation, the payment of the principal of, or the interest, if any, on any Subordinated Security) the Trustee shall not have received with respect to such monies the notice provided for in Section ___.6, then the Trustee or the paying agent shall have full power and authority to receive such monies and Government Obligations and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. This Section ___.7 shall be construed solely for the benefit of the Trustee and paying agent and, as to the first sentence hereof, the Securityholders, and shall not otherwise effect the rights of holders of Senior Indebtedness.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. Notice The Trustee or Paying Agent shall not be charged with the knowledge of the existence of any facts which would prohibit default in the making payment of all or a portion of any payment to Senior Indebtedness or by any other default affecting Senior Indebtedness as a result of which the Trustee or Paying Agentmaturity of the Senior Indebtedness has been accelerated, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or from any trustee trustee, representative or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereof; and, prior to the receipt of any such written notice or actual knowledgeknowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agent, the Trustee or Paying Agent may conclusively assume that no such facts exist. Unless at least one day Business Day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or the premium, if any, or interest on any SecurityDebenture), the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the preceding sentenceCorporate Trust Department of the Trustee or Paying Agent shall have actual knowledge of default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as the result of which the maturity of the Senior Indebtedness has been accelerated, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee trustee, representative or agent on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee trustee, representative or representative agent on behalf of any such holder. The Trustee shall not be deemed to have any fiduciary duty to the holders (and shall be fully protected in relying upon such notice) of Senior Indebtedness.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or Paying AgentTrustee, unless and until the Trustee or Paying Agent shall have received written notice thereof at its Corporate Trust Office from the Company or any Guarantor or from one or more holders of Guarantor Senior Indebtedness Debt or from any representative thereof or trustee or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereof; therefor, and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections 8.1 and 8.2 hereof, shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by fully protected in making any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing payment in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereofany such event. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Guarantor Senior Indebtedness Debt (or a trustee on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness Debt or a trustee or representative on behalf of any such holder. The In the event that the Trustee shall not be deemed to have any fiduciary duty determines in good faith that further evidence is required with respect to the holders right of any Person as a holder of Guarantor Senior IndebtednessDebt to participate in any payment or distribution pursuant to this Article XIV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XIV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Issuer shall give prompt written notice to the Trustee of any fact known to the Issuer which would prohibit the making of any payment or Paying Agent distribution to or by the Trustee in respect of the Subordinated Securities. Notwithstanding the provisions of this Article ____ or any provision of this Indenture, the Trustee shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee or agent therefor or unless therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or Paying Agent otherwise had actual knowledge thereofof the authority of such representative or trustee; and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections ___ and ___, shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or other representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payments or distribution pursuant of this Article ____, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to 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. The Trustee Trustee, however, shall not be deemed to have owe any fiduciary duty to the holders of Senior Indebtedness and nothing in this Article ____ shall apply to claims of, or payments to, the Trustee under or pursuant to Section ___. Section ___.7 Application by Trustee of Monies or Government Obligations Deposited with It. Money or Government Obligations deposited in trust with the Trustee 123 pursuant to and in accordance with Section ____ shall be for the sole benefit of Securityholders and, to the extent allocated for the payment of Subordinated Securities, shall not be subject to the subordination provisions of this Article ____, if the same are deposited in trust prior to the happening of any event specified in Section ___.2. Otherwise, any deposit of monies or Government Obligations by the Issuer with the Trustee or any paying agent (whether or not in trust) for the payment of the principal of, or interest on, any Subordinated Securities shall be subject to the provisions of Section ___.1, ___.2 and ___.3 except that, if prior to the date on which by the terms of this Indenture any such monies may become payable for any purposes (including, without limitation, the payment of the principal of, or the interest, if any, on any Subordinated Security) the Trustee shall not have received with respect to such monies the notice provided for in Section ___.6, then the Trustee or the paying agent shall have full power and authority to receive such monies and Government Obligations and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. This Section ___.7 shall be construed solely for the benefit of the Trustee and paying agent and, as to the first sentence hereof, the Securityholders, and shall not otherwise effect the rights of holders of Senior Indebtedness.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, and the Trustee or Paying Agentshall not be required to withhold payment to the Holders of Securities as provided in Section 14.3(d), unless and until the Trustee or Paying Agent shall have received written notice thereof at its Corporate Trust Office from the Company a Guarantor or from one or more holders of Senior Indebtedness Debt of such Guarantor or from any representative thereof or trustee or agent therefor or unless identifying the specific sections of this Indenture involved and describing in detail the facts that would obligate the Trustee or Paying Agent otherwise had actual knowledge thereofto withhold payments to Holders of Securities, as well as any other facts required by the next succeeding paragraph of this Section 14.7; and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections 6.1 and 6.2, shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of such Senior Indebtedness Debt of a Guarantor (or a trustee on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of Senior Debt of such Senior Indebtedness Guarantor or a trustee or representative on behalf of any such holder. The In the event that the Trustee shall not be deemed to have any fiduciary duty determines in good faith that further evidence is required with respect to the holders right of any person as a holder of Senior IndebtednessDebt of a Guarantor to participate in any payment or distribution pursuant to this Article 14, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Guarantor held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article 14, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Issuer shall give prompt written notice to the Trustee of any fact known to the Issuer which would prohibit the making of any payment or Paying Agent distribution to or by the Trustee in respect of the Subordinated Securities. Notwithstanding the provisions of this Article ___ or any provision of this Indenture, the Trustee shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee or agent therefor or unless therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or Paying Agent otherwise had actual knowledge thereofof the authority of such representative or trustee; and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections ___ and ___, shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or other representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payments or distribution pursuant of this Article ___, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to 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. The Trustee Trustee, however, shall not be deemed to have owe any fiduciary duty to the holders of Senior IndebtednessIndebtedness and nothing in this Article ___ shall apply to claims of, or payments to, the Trustee under or pursuant to Section ___.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or Paying AgentTrustee, unless and until at least one Business Day prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company or from one or more holders of Senior Indebtedness Debt or from any representative thereof or from any trustee or agent therefor or unless therefor, together with proof satisfactory to the Trustee of such holding of Senior Debt or Paying Agent otherwise had actual knowledge thereofof the authority of such representative or trustee; and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day 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 representative or trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a representative of or trustee on behalf of any such holder. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payments or distribution pursuant to this Article Ten, 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, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Article 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. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and nothing in this Article Ten shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. Section 10.07. Application by Trustee of Monies or U.S. Government Obligations Deposited with It. Money or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 shall be for the sole benefit of Securityholders and, to the extent allocated for the payment of Securities, shall not be subject to the subordination provisions of this Article Ten, if the same are deposited in trust prior to the date when by the terms happening of this Indenture any event specified in Section 10.02. Otherwise, any deposit of monies are to be deposited or U.S. Government Obligations by the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of the principal of or interest on any Securities shall be subject to the provisions of Sections 10.01, 10.02 and 10.03 except that, if prior to the date on which by the terms of this Indenture any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or the interest on any Security)interest, the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. The Trustee shall not be deemed to have any fiduciary duty to the holders of Senior Indebtedness.34

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Issuer shall give prompt written notice to the Trustee of any fact known to the Issuer which would prohibit the making of any payment or Paying Agent distribution to or by the Trustee in respect of the Subordinated Securities. Notwithstanding the provisions of this Article __ or any provision of this Indenture, the Trustee shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee or Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company Issuer or from one or more holders of Senior Indebtedness or from any representative thereof or from any trustee or agent therefor or unless therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or Paying Agent otherwise had actual knowledge thereofof the authority of such representative or trustee; and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections __ and __, shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a representative or trustee on behalf of, or other representative of, such of the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a representative of or trustee or representative on behalf of any such holder). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payments or distribution pursuant of this Article __, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to 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. The Trustee Trustee, however, shall not be deemed to have owe any fiduciary duty to the holders of Senior IndebtednessIndebtedness and nothing in this Article __ shall apply to claims of, or payments to, the Trustee under or pursuant to Section __.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or Paying AgentTrustee, unless and until at least two Business Days prior to the making of any such payment, the Trustee or Paying Agent shall have received written notice thereof from the Company or from one or more holders of Senior Indebtedness Debt or from any representative thereof or from any trustee or agent therefor or unless therefor, together with proof satisfactory to the Trustee of such holding of Senior Debt or Paying Agent otherwise had actual knowledge thereofof the authority of such representative or trustee; and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections 7.01 and 7.02 shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day 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 representative or trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a representative of or trustee on behalf of any such holder. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payments or distribution pursuant to this Article Ten, 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, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Article 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. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and nothing in this Article Ten shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. Section 10.07. Application by Trustee of Monies or U.S. Government Obligations Deposited with It. Money or U.S. Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Section 8.01 shall be for the sole benefit of Securityholders and, to the extent allocated for the payment of Securities, shall not be subject to the subordination provisions of this Article Ten, if the same are deposited in trust prior to the date when by the terms happening of this Indenture any event specified in Section 10.02. Otherwise, any deposit of monies are to be deposited or U.S. Government Obligations by the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of the principal of or interest on any Securities shall be subject to the provisions of Sections 10.01, 10.02 and 10.03 except that, if prior to the date on which by the terms of this Indenture any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or the interest interest, if any, on any Security), ) the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, shall not have received with respect to such monies the notice provided for in the preceding sentenceSection 10.06, then the Trustee or the Paying Agent shall have full power and authority to receive and apply such monies and U.S. Government Obligations and to apply the same to the purpose for which they were received. Neither of them , and shall not be affected by any notice to the contrary, contrary which may be received by either it on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this This Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. The Trustee shall not be deemed to have any fiduciary duty to the holders of Senior Indebtedness.33

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, and the Trustee or Paying Agentshall not be required to withhold payment to the Holders of Securities as provided in Section 15.04(d), unless and until the Trustee or Paying Agent shall have received written notice thereof at its Corporate Trust Office from the Company a Guarantor or from one or more holders of Senior Indebtedness Debt of such Guarantor or from any representative thereof or trustee or agent therefor or unless identifying the specific sections of this Indenture involved and describing in detail the facts that would obligate the Trustee or Paying Agent otherwise had actual knowledge thereofto withhold payments to Holders of Securities, as well as any other facts required by the next succeeding paragraph of this Section 15.08; and, prior to the receipt of any such written notice or actual knowledgenotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections 6.01 and 6.02, shall be entitled to assume conclusively assume that no such facts exist. Unless at least one day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of such Senior Indebtedness Debt of a Guarantor (or a trustee on behalf of, or other representative of, of such holder) to establish that such notice has been given by a holder of Senior Debt of such Senior Indebtedness Guarantor or a trustee or representative on behalf of any such holder. The In the event that the Trustee shall not be deemed to have any fiduciary duty determines in good faith that further evidence is required with respect to the holders right of any person as a holder of Senior IndebtednessDebt of a Guarantor to participate in any payment or distribution pursuant to this Article Fifteen, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Guarantor held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article Fifteen, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. The Trustee or Paying Agent shall not be charged with the knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or Paying Agent, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or from any trustee or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereof; and, prior to the receipt of any such written notice or actual knowledge, the Trustee or Paying Agent may conclusively assume that no such facts exist. Unless at least one day prior to the date when by the terms of this Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitation, the payment of the principal of or the interest on any Security), the Trustee or Paying Agent shall, except where no notice is necessary or where notice is deemed given in Sections 10.02 and 10.03 hereof, have received with respect to such monies the notice provided for in the preceding sentence, the Trustee or Paying Agent shall have full power and authority to receive and apply such monies to the purpose for which they were received. Neither of them shall be affected by any notice to the contrary, which may be received by either on or after such date. The foregoing shall not apply to the Paying Agent if the Company is acting as Paying Agent. Nothing in this Section 10.08 shall limit -46- the right of the holders of Senior Indebtedness to recover payments as contemplated by Section 10.02 hereof. The Trustee or Paying Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of such Senior Indebtedness (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder. The Trustee shall not be deemed to have any fiduciary duty to the holders of Senior Indebtedness.