Common use of Knowledge of Trustee Clause in Contracts

Knowledge of Trustee. (a) Notwithstanding the provisions of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the fact that the principal of and accrued interest on the Securities of any series shall have been declared due and payable pursuant to Section 5.1 hereof) that would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee shall have received written notice thereof mailed or delivered to the Trustee at its Corporate Trust Office from the Issuer, any Holder, any paying agent or the holder or representative of any class of Senior Indebtedness; provided that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the principal or interest on any Security or interest on any Coupon) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee 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 three Business Days prior to or on or after such date. (b) If any holder of Senior Indebtedness shall have notified the Trustee in writing of such holder's desire to receive notice of any of the following events and shall have provided the Trustee with an address for receipt of such notices, the Trustee shall send notice of the following events to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement to the Indenture, or (iv) the resignation or removal of the Trustee or any change in the notice address of the Trustee.

Appears in 7 contracts

Sources: Subordinated Indenture (Source One Mortgage Services Corp), Subordinated Indenture (Source One Mortgage Services Corp), Subordinated Indenture (Source One Mortgage Services Corp)

Knowledge of Trustee. (a) Notwithstanding the provisions of this Article or any other provisions of the Indenture or this IndentureAgreement, the Trustee shall not be charged with knowledge of the existence of any facts (other than the fact that the principal of and accrued interest on the Securities of any series shall have been declared due and payable pursuant to Section 5.1 hereof) that would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless and until a Responsible Officer of the Trustee assigned to and working in the Trustee's Corporate Trust Administration office has actual knowledge or unless same shall have received written notice thereof mailed or delivered to the Trustee at its Corporate Trust Office (attn: Corporate Trust Administration), and such notice clearly references the Notes, the Parent Guarantor or the Indenture or this Agreement, from the IssuerParent Guarantor, any Holder, any paying agent or the Guaranty – SHI holder or representative of any class of Senior Indebtedness; provided that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the principal or interest on any Security or interest on any CouponNotes) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee 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 three Business Days prior to or on or after such date. (b) If any holder . For the avoidance of Senior Indebtedness shall have notified doubt, delivery of reports, information and documents to the Trustee in writing under Section 7.04 of such holderthe Indenture is for informational purposes only and the Trustee's desire to receive receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Parent Guarantor’s compliance with any of the following events and shall have provided its covenants hereunder (as to which the Trustee with an address for receipt of such notices, the Trustee shall send notice of the following events is entitled to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement to the Indenture, or (iv) the resignation or removal of the Trustee or any change in the notice address of the Trusteerely exclusively on Officers' Certificates).

Appears in 1 contract

Sources: Guaranty (Springleaf Holdings, Inc.)

Knowledge of Trustee. (a) Notwithstanding 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 or any other provisions would end such prohibition. Regardless of anything to the contrary contained in this Article or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the fact that the principal of and accrued interest on the Securities Senior Indebtedness or of any series shall have been declared due and payable pursuant default or event of default with respect to Section 5.1 hereof) that any Senior Indebtedness or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee, Trustee or the taking of any other action by the Trusteewhich would end such prohibition, unless and until the Trustee shall have received written notice thereof mailed or delivered to the Trustee in writing at its Corporate Trust Office from to that effect signed by an officer of the IssuerCompany, or by a holder or agent of a holder of Senior Indebtedness or by the trustee under any Holderindenture pursuant to which Senior Indebtedness shall be outstanding, any paying who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent or trustee, and, prior to the holder or representative receipt of any class of Senior Indebtednesssuch written notice, the Trustee shall, subject to Section 602, be entitled to assume that no such facts exist; provided that if on a date at least three five Business Days prior to the date upon which by the terms hereof any such moneys may shall become payable for any purpose (including, without limitation, the payment of the principal or of (and premium, if any), and interest on and any Security or interest on Additional Amounts payable in respect of any CouponSecurity) the Trustee shall not have received with respect to such moneys the notice of prohibition 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 three Business Days prior to or 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 Holders of Securities of amounts in connection with a redemption of Securities if (i) notice of such redemption has been given pursuant to Article XI prior to the receipt by the Trustee of written notice of prohibition as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date, or (b) If any payment by the Trustee to the Holders of Securities of amounts deposited with it pursuant to Sections 401 or 403. The Trustee, subject to the provisions of the Trust Indenture Act, shall be entitled to conclusively rely on the delivery to it of a written notice by a representative or a Person representing himself or herself to be a holder of Senior Indebtedness shall have notified the Trustee in writing (or a trustee on behalf of such holder's desire ) to receive establish that such notice has been given by a Representative or a holder of Senior Indebtedness. 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 the following events and shall have provided the Trustee with an address for receipt of such noticesSenior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee shall send notice of the following events may request such Person to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement furnish evidence to the Indenture, or (iv) the resignation or removal reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any change in other facts pertinent to the notice address rights of such Person under this Article XV, and if such evidence is not furnished the TrusteeTrustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Appears in 1 contract

Sources: Subordinated Indenture (Home Bancshares Inc)

Knowledge of Trustee. (a) Notwithstanding the provisions of this Article XIII or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than Senior Indebtedness, or any default in the fact that payment of the principal of and accrued or the premium, if any, or interest on any Senior Indebtedness, except any Senior Indebtedness issued pursuant to an instrument to which the Securities Trustee hereunder is a party or pursuant to an indenture under which the Trustee hereunder is Trustee, or of any series shall have been declared due and payable pursuant to Section 5.1 hereof) that facts which would prohibit the making of any payment of moneys monies to or by the Trustee, or the taking of any other action by the Trustee, unless and until a Responsible Officer of the Trustee shall have received written notice thereof mailed or delivered to the Trustee at its Corporate Trust Office Office, before 12:00 noon (Eastern Standard Time, or such other time prevailing in the City of the Trustee's Corporate Trust Office) on the fifth Business Day prior to the date on which such payment is due, from the IssuerCompany, any HolderHolder of the Securities, any paying agent of the Company or the holder or representative of any class of Senior Indebtedness; provided that if at least three Business Days Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such a holder and prior to receipt of any such written notice the Trustee shall be entitled to assume that no such facts exist and if prior to the fifth Business Day preceding the date upon which by the terms hereof any such moneys may become due and payable for any purpose (including, without limitation, the payment of the principal or interest on any Security or interest on any Coupon) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary contained herein notwithstanding, the Trustee shall have full power and authority to may receive such moneys and to and/or 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 three Business Days prior to or on or after such date. (b) If any holder of Senior Indebtedness date with respect to such funds; provided, however, that no such application shall have notified affect the Trustee in writing of such holder's desire to receive notice of any obligations under this Article of the following events and shall have provided the Trustee with an address for receipt of Persons receiving such notices, the Trustee shall send notice of the following events to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement to the Indenture, or (iv) the resignation or removal of the Trustee or any change in the notice address of money from the Trustee.

Appears in 1 contract

Sources: Subordinated Indenture (Colonial Bancgroup Inc)

Knowledge of Trustee. (a) Notwithstanding the provisions of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the fact that the principal of and accrued interest on the Securities of any series shall have been declared due and payable pursuant to Section 5.1 hereof) that would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless and until a Responsible Officer of the Trustee assigned to this transaction and working in the Trustee’s Corporate Trust Office has actual knowledge or unless same shall have received written notice thereof mailed or delivered to the Trustee at its Corporate Trust Office (attn: Institutional Cash & Securities Services (ICSS) / Asset-Backed Securities — AERCAP15), and such notice clearly references the Securities, the Issuer or this Indenture, from the Issuer, any Holder, any paying agent or the holder or representative of any class of Senior Indebtedness; provided that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the principal or interest on any Security or interest on any CouponSecurity) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee 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 three Business Days prior to or on or after such date. (b) If any holder . For the avoidance of Senior Indebtedness shall have notified doubt, delivery of reports, information and documents to the Trustee in writing under Section 7.04 is for informational purposes only and the Trustee’s receipt of such holder's desire to receive the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of the following events and shall have provided its covenants hereunder (as to which the Trustee with an address for receipt of such notices, the Trustee shall send notice of the following events is entitled to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement to the Indenture, or (iv) the resignation or removal of the Trustee or any change in the notice address of the Trusteerely exclusively on Officers’ Certificates).

Appears in 1 contract

Sources: Junior Subordinated Indenture (AerCap Global Aviation Trust)

Knowledge of Trustee. (a) Notwithstanding 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 or any other provisions would end such prohibition. Regardless of anything to the contrary contained in this Article or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the fact that the principal of and accrued interest on the Securities Senior Indebtedness or of any series shall have been declared due and payable pursuant default or event of default with respect to Section 5.1 hereof) that any Senior Indebtedness or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee, Trustee or the taking of any other action by the Trusteewhich would end such prohibition, unless and until the Trustee shall have received written notice thereof mailed or delivered to the Trustee in writing at its principal Corporate Trust Office from to that effect signed by an officer of the IssuerCompany, or by a holder or agent of a holder of Senior Indebtedness or by the trustee under any Holderindenture pursuant to which Senior Indebtedness shall be outstanding, any paying who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent or trustee, and, prior to the holder or representative receipt of any class of Senior Indebtednesssuch written notice, the Trustee shall, subject to Section 602, be entitled to assume that no such facts exist; provided that if on a date at least three five Business Days prior to the date upon which by the terms hereof any such moneys may shall become payable for any purpose (including, without limitation, the payment of the principal or of (and premium, if any), and interest on and any Security or interest on Additional Amounts payable in respect of any CouponSecurity) the Trustee shall not have received with respect to such moneys the notice of prohibition 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 three Business Days prior to or 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 11 prior to the receipt by the Trustee of written notice of prohibition as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date, or (b) If any holder of Senior Indebtedness shall have notified payment by the Trustee in writing of such holder's desire to receive notice of any of the following events and shall have provided the Trustee with an address for receipt of such notices, the Trustee shall send notice of the following events to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement to the Indenture, Securityholders of amounts deposited with it pursuant to Sections 401 or (iv) the resignation or removal of the Trustee or any change in the notice address of the Trustee403.

Appears in 1 contract

Sources: Subordinated Indenture (Firstmerit Corp /Oh/)

Knowledge of Trustee. (a) Notwithstanding the provisions of this Article 16 or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than Senior Indebtedness, or any default in the fact that payment of the principal of and accrued or the premium, if any, or interest on any Senior Indebtedness, except any Senior Indebtedness issued pursuant to an instrument to which the Securities Trustee hereunder is a party or pursuant to an indenture under which the Trustee hereunder is trustee, or of any series shall have been declared due and payable pursuant to Section 5.1 hereof) that facts which would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee shall have received written notice thereof mailed or delivered to the Trustee at its Corporate Trust Office Office, before 12:00 noon on the fifth Business Day prior to the date on which such payment is due, from the IssuerCompany, any HolderHolder of the Securities, any paying agent of the Company or the holder or representative of any class of Senior Indebtedness; provided Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such a holder. Prior to receipt of any such written notice the Trustee shall be entitled to assume that no such facts exist and if at least three Business Days prior to the fifth Business Day preceding the date upon which by the terms hereof any such moneys may become due and payable for any purpose (including, without limitation, the payment of the principal or interest on any Security or interest on any Coupon) the Trustee shall not have received with respect to such moneys the notice provided for in this SectionSection 16.6, then, then anything herein contained to the contrary contained herein notwithstanding, the Trustee shall have full power and authority to may receive such moneys and to and/or 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 three Business Days prior to or on or after such date. (b) If any holder of Senior Indebtedness date with respect to such funds; provided, however, that no such application shall have notified affect the Trustee in writing of such holder's desire to receive notice of any obligations under this Article of the following events and shall have provided the Trustee with an address for receipt of Persons receiving such notices, the Trustee shall send notice of the following events to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement to the Indenture, or (iv) the resignation or removal of the Trustee or any change in the notice address of money from the Trustee.

Appears in 1 contract

Sources: Subordinated Indenture (Summit Bancorp/Nj/)

Knowledge of Trustee. (a) Notwithstanding Except as otherwise provided in the provisions of Trust Indenture Act, the Trustee shall be entitled to all the rights set forth in this Article or XVI with respect to any Senior Indebtedness at the time held by it, to the same extent as any other provisions holder of Senior Indebtedness, and nothing in this IndentureIndenture shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Indenture or in the Securities of any series to the contrary, nothing in this Article XVI shall apply to claims of or payment to the Trustee under or pursuant to Sections 506 and 606. For the sake of clarity, such payments are not subordinated to the Senior Indebtedness. With respect to holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article XVI, and no implied covenants, duties, or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee does not owe and shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and the Trustee shall not be charged with knowledge liable to any holder of Senior Indebtedness if it shall pay over or deliver to Holders, the existence of any facts (other than the fact that the principal of and accrued interest on the Securities of any series shall have been declared due and payable pursuant to Section 5.1 hereof) that would prohibit the making of any payment of moneys to Company or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee shall have received written notice thereof mailed Person monies or delivered assets to the Trustee at its Corporate Trust Office from the Issuer, any Holder, any paying agent or the holder or representative of any class of Senior Indebtedness; provided that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the principal or interest on any Security or interest on any Coupon) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee 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 three Business Days prior to or on or after such date. (b) If any holder of Senior Indebtedness shall have notified be entitled by virtue of this Article XVI or otherwise. Notwithstanding anything herein to the Trustee in writing contrary, whenever a distribution is to be made or a notice given to holders of such holder's desire to receive notice of any of the following events and shall have provided the Trustee with an address for receipt of such noticesSenior Indebtedness, the Trustee shall send notice of the following events to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement to the Indenture, or (iv) the resignation or removal of the Trustee or any change in distribution may be made and the notice address may be given to their “Representative,” defined to mean the indenture trustee or other trustee, agent or representative for an issue of the TrusteeSenior Indebtedness.

Appears in 1 contract

Sources: Subordinated Debt Indenture (NBT Bancorp Inc)

Knowledge of Trustee. (a) Notwithstanding the provisions of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the fact that the principal of and accrued interest on the Securities of any series shall have been declared due and payable pursuant to Section 5.1 hereof) that would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless and until a Responsible Officer of the Trustee assigned to this transaction and working in the Trustee’s Corporate Trust Office has actual knowledge or unless same shall have received written notice thereof mailed or delivered to the Trustee at its Corporate Trust Office (attn: Institutional Cash & Securities Services (ICSS) / Asset-Backed Securities – AERCAP15), and such notice clearly references the Securities, the Issuer or this Indenture, from the Issuer, any Holder, any paying agent or the holder or representative of any class of Senior Indebtedness; provided that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the principal or interest on any Security or interest on any CouponSecurity) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee 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 three Business Days prior to or on or after such date. (b) If any holder . For the avoidance of Senior Indebtedness shall have notified doubt, delivery of reports, information and documents to the Trustee in writing under Section 7.04 is for informational purposes only and the Trustee’s receipt of such holder's desire to receive the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of the following events and shall have provided its covenants hereunder (as to which the Trustee with an address for receipt of such notices, the Trustee shall send notice of the following events is entitled to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement to the Indenture, or (iv) the resignation or removal of the Trustee or any change in the notice address of the Trusteerely exclusively on Officers’ Certificates).

Appears in 1 contract

Sources: Share Repurchase Agreement (American International Group Inc)

Knowledge of Trustee. (a) Notwithstanding The Corporation shall give prompt written notice to the Trustee and to any paying agent of any fact known to the Corporation 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 or any other provisions would end such prohibition. Regardless of anything to the contrary contained in this Article or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the fact that the principal of and accrued interest on the Securities Senior Indebtedness or of any series shall have been declared due and payable pursuant default or event of default with respect to Section 5.1 hereof) that any Senior Indebtedness or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee, Trustee or the taking of any other action by the Trusteewhich would end such prohibition, unless and until the Trustee shall have received written notice thereof mailed or delivered to the Trustee in writing at its Corporate Trust Office from to that effect signed by an officer of the IssuerCorporation, or by a holder or agent of a holder of Senior Indebtedness or by the trustee under any Holderindenture pursuant to which Senior Indebtedness shall be outstanding, any paying who shall have been certified by the Corporation or otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent or trustee, and, prior to the holder or representative receipt of any class of Senior Indebtednesssuch written notice, the Trustee shall, subject to Section 6.1, be entitled to assume that no such facts exist; provided that if on a date at least three five Business Days prior to the date upon which by the terms hereof any such moneys may shall become payable for any purpose (including, without limitation, the payment of the principal or of (and premium, if any), and interest on and any Security or interest on Additional Amounts payable in respect of any CouponSecurity) the Trustee shall not have received with respect to such moneys the notice of prohibition 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 three Business Days prior to or on or after such prior date. . Regardless of anything to the contrary herein, nothing shall prevent (a) any payment by the Corporation 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 11 prior to the receipt by the Trustee of written notice of prohibition as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date, or (b) If any payment by the Trustee to the Securityholders of amounts deposited with it pursuant to Sections 4.1. The Trustee, subject to the provisions of the Trust Indenture Act, 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 Indebtedness shall have notified the Trustee in writing (or a trustee on behalf of such holder's desire ) to receive establish that such notice has been given by a Representative or a holder of Senior Indebtedness. 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 the following events and shall have provided the Trustee with an address for receipt of such noticesSenior Indebtedness to participate in any payment or distribution pursuant to this Article 14, the Trustee shall send notice of the following events may request such Person to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement furnish evidence to the Indenture, or (iv) the resignation or removal reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any change in other facts pertinent to the notice address rights of such Person under this Article 14, and if such evidence is not furnished the TrusteeTrustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Appears in 1 contract

Sources: Indenture (FNB Corp/Fl/)

Knowledge of Trustee. (a) Notwithstanding the provisions of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the fact that the principal of and accrued interest on the Securities of any series shall have been declared due and payable pursuant to Section 5.1 hereof) that would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless and until a Responsible Officer of the Trustee assigned to this transaction and working in the Trustee’s Corporate Trust Office has actual knowledge or unless same shall have received written notice thereof mailed or delivered to the Trustee at its Corporate Trust Office (attn: Institutional Cash & Securities Services (ICSS) / Asset-Backed Securities – AERCAP15), and such notice clearly references the Guarantees, the Guarantors or this Indenture, from the IssuerGuarantors, any Holder, any paying agent or the holder or representative of any class of Senior Indebtedness; provided that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, any payment pursuant to the payment of the principal or interest on any Security or interest on any CouponGuarantees) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee 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 three Business Days prior to or on or after such date. (b) If any holder . For the avoidance of Senior Indebtedness shall have notified doubt, delivery of reports, information and documents to the Trustee in writing under Section 7.04 is for informational purposes only and the Trustee’s receipt of such holder's desire to receive the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including a Guarantor’s compliance with any of the following events and shall have provided its covenants hereunder (as to which the Trustee with an address for receipt of such notices, the Trustee shall send notice of the following events is entitled to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement rely exclusively on Officers’ Certificates received by it pursuant to the this Indenture, or (iv) the resignation or removal of the Trustee or any change in the notice address of the Trustee).

Appears in 1 contract

Sources: Share Repurchase Agreement (American International Group Inc)

Knowledge of Trustee. (a) Notwithstanding 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 or any other provisions would end such prohibition. Regardless of anything to the contrary contained in this Article or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the fact that the principal of and accrued interest on the Securities Senior Indebtedness or of any series shall have been declared due and payable pursuant default or event of default with respect to Section 5.1 hereof) that any Senior Indebtedness or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee, Trustee or the taking of any other action by the Trusteewhich would end such prohibition, unless and until the Trustee shall have received written notice thereof mailed or delivered to the Trustee in writing at its principal Corporate Trust Office from to that effect signed by an officer of the IssuerCompany, or by a holder or agent of a holder of Senior Indebtedness or by the trustee under any Holderindenture pursuant to which Senior Indebtedness shall be outstanding, any paying who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent or trustee, and, prior to the holder or representative receipt of any class of Senior Indebtednesssuch written notice, the Trustee shall, subject to Section 602, be entitled to assume that no such facts exist; provided that if on a date at least three five Business Days prior to the date upon which by the terms hereof any such moneys may shall become payable for any purpose (including, without limitation, the payment of the principal or of (and premium, if any), and interest on and any Security or interest on Additional Amounts payable in respect of any CouponSecurity) the Trustee shall not have received with respect to such moneys the notice of prohibition 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 three Business Days prior to or 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 XI prior to the receipt by the Trustee of written notice of prohibition as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date, or (b) If any holder of Senior Indebtedness shall have notified payment by the Trustee in writing of such holder's desire to receive notice of any of the following events and shall have provided the Trustee with an address for receipt of such notices, the Trustee shall send notice of the following events to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement to the Indenture, Securityholders of amounts deposited with it pursuant to Sections 401 or (iv) the resignation or removal of the Trustee or any change in the notice address of the Trustee403.

Appears in 1 contract

Sources: Subordinated Indenture (Firstmerit Corp /Oh/)

Knowledge of Trustee. (a) Notwithstanding 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 or any other provisions would end such prohibition. Regardless of anything to the contrary contained in this Article or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the fact that the principal of and accrued interest on the Securities Senior Indebtedness or of any series shall have been declared due and payable pursuant default or event of default with respect to Section 5.1 hereof) that any Senior Indebtedness or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee, Trustee or the taking of any other action by the Trusteewhich would end such prohibition, unless and until the Trustee shall have received written notice thereof mailed or delivered to the Trustee in writing at its Corporate Trust Office from to that effect signed by an officer of the IssuerCompany, or by a holder or agent of a holder of Senior Indebtedness or by the trustee under any Holderindenture pursuant to which Senior Indebtedness shall be outstanding, any paying who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent or trustee, and, prior to the holder or representative receipt of any class of Senior Indebtednesssuch written notice, the Trustee shall, subject to Section 601, be entitled to assume that no such facts exist; provided that if on a date at least three five Business Days prior to the date upon which by the terms hereof any such moneys may shall become payable for any purpose (including, without limitation, the payment of the principal or of (and premium, if any), and interest on and any Security or interest on Additional Amounts payable in respect of any CouponSecurity) the Trustee shall not have received with respect to such moneys the notice of prohibition 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 three Business Days prior to or 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 Holders of amounts in connection with a redemption of Securities if (i) notice of such redemption has been given pursuant to Article XI prior to the receipt by the Trustee of written notice of prohibition as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date, or (b) If any payment by the Trustee to the Holders of amounts deposited with it pursuant to Sections 401 or 403. The Trustee, subject to the provisions of the Trust Indenture Act, shall be entitled to conclusively rely on the delivery to it of a written notice by a Representative (as hereinafter defined) or a Person representing himself to be a holder of Senior Indebtedness shall have notified the Trustee in writing (or a trustee on behalf of such holder's desire ) to receive establish that such notice has been given by a Representative or a holder of Senior Indebtedness. 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 the following events and shall have provided the Trustee with an address for receipt of such noticesSenior Indebtedness to participate in any payment or distribution pursuant to this Article XVI, the Trustee shall send notice of the following events may request such Person to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement furnish evidence to the Indenture, or (iv) the resignation or removal reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any change in other facts pertinent to the notice address rights of such Person under this Article XVI, and if such evidence is not furnished the TrusteeTrustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Appears in 1 contract

Sources: Subordinated Debt Indenture (NBT Bancorp Inc)

Knowledge of Trustee. (a) Notwithstanding the provisions of this Article 10 or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the fact that the principal of and accrued interest on the Securities of any series shall have been declared due and payable pursuant to Section 5.1 hereof) that which would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee shall have received written notice thereof mailed or delivered to the Trustee at its Corporate Trust Office from the IssuerCompany, any HolderSecurityholder, any paying agent or the holder or representative of any class of Senior IndebtednessIndebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such a Securityholder, paying agent or holder or representative; provided and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume that no such facts exist; provided, however, that if at least three two Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of either the principal (or interest premium, if any) or interest, if any, on any Security or interest on any CouponSecurity) the Trustee shall not have received with respect to such moneys the notice provided for in this SectionSection 10.6, 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 contrary, which may be received by it within three two Business Days prior to or on or after such date. (b) If any ; provided, however, no such application shall affect the obligations under this Article 10 of the Persons receiving such moneys from the Trustee. 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 Indebtedness shall have notified the Trustee in writing (or a trustee on behalf of such holder's desire ) to receive establish that such a notice has been given by a holder of any of the following events and shall have provided the Trustee with an address for receipt of such notices, the Trustee shall send notice of the following events to such holder immediately upon the Trustee's acquisition of knowledge Senior Indebtedness or a trustee on behalf of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement to the Indenture, or (iv) the resignation or removal of the Trustee or any change in the notice address of the Trusteeholder.

Appears in 1 contract

Sources: Indenture (Arrow Electronics Inc)

Knowledge of Trustee. (a) Notwithstanding the provisions of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts (other than the fact that the principal of and accrued interest on the Securities of any series shall have been declared due and payable pursuant to Section 5.1 hereof) that would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless and until a Responsible Officer of the Trustee assigned to this transaction and working in the Trustee’s Corporate Trust Office has actual knowledge or unless same shall have received written notice thereof mailed or delivered to the Trustee at its Corporate Trust Office (attn: Institutional Cash & Securities Services (ICSS) / Asset-Backed Securities — AERCAP15), and such notice clearly references the Guarantees, the Guarantors or this Indenture, from the IssuerGuarantors, any Holder, any paying agent or the holder or representative of any class of Senior Indebtedness; provided that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, any payment pursuant to the payment of the principal or interest on any Security or interest on any CouponGuarantees) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee 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 three Business Days prior to or on or after such date. (b) If any holder . For the avoidance of Senior Indebtedness shall have notified doubt, delivery of reports, information and documents to the Trustee in writing under Section 7.04 is for informational purposes only and the Trustee’s receipt of such holder's desire to receive the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including a Guarantor’s compliance with any of the following events and shall have provided its covenants hereunder (as to which the Trustee with an address for receipt of such notices, the Trustee shall send notice of the following events is entitled to such holder immediately upon the Trustee's acquisition of knowledge of any such events: (i) the occurrence of an Event of Default hereunder, (ii) the acceleration of the entire principal amount of any series of Securities, (iii) the execution of any amendment or supplement rely exclusively on Officers’ Certificates received by it pursuant to the this Indenture, or (iv) the resignation or removal of the Trustee or any change in the notice address of the Trustee).

Appears in 1 contract

Sources: Junior Subordinated Indenture (AerCap Global Aviation Trust)