Common use of Trustee Entitled to Assume Clause in Contracts

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior Indebtedness. Notwithstanding the provisions of this or any other provisions of this Indenture, the Trustee or Paying Agent shall not be charged with the knowledge of the existence of any default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as a result of which the maturity 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, 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 knowledge 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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, representative or agent on behalf of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee, representative or agent on behalf of any such holder. The Trustee shall not be deemed to have any 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. (a) . The Company Trustee shall give prompt written notice to not at any time be charged with knowledge of the Trustee existence of any fact known to the Company that facts which would prohibit the making of any payment to or by the Trustee in respect Trustee, unless at least one Business Day prior to the making of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior Indebtedness. Notwithstanding the provisions of this or any other provisions of this Indenturepayment, the Trustee or Paying Agent shall not be charged with the knowledge of the existence of any default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as a result of which the maturity 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 from one or more holders of Senior Indebtedness Debt or from any trusteerepresentative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Debt or of the authority of such representative or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereoftrustee; and, prior to the receipt of any such written notice or actual knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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 person representing himself or itself to be a holder of such Senior Indebtedness Debt (or a trustee, representative or agent trustee on behalf of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness Debt or a trustee, representative of or agent 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 Trustee, however, shall not be deemed to have 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 fully protected 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 relying upon trust prior to the happening of any event specified in Section 10.02. Otherwise, any deposit of monies 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 notice) monies may become payable for any purpose (including, without limitation, the payment of Senior Indebtedness.the principal of or the interest, if 35

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. (a) . The Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior Indebtedness. Notwithstanding the provisions of this or any other provisions of this Indenture, the Trustee or Paying Agent shall not be charged with the knowledge of the existence of any default in facts which would prohibit the payment of all or a portion making of any Senior Indebtedness payment to or any other default affecting Senior Indebtedness as a result of which by the maturity of the Senior Indebtedness has been acceleratedTrustee 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, representative 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 of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentknowledge, the Trustee or Paying Agent may conclusively assume that no such facts exist. (b) . Unless at least one Business Day day prior to the date when by the terms of this Junior 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 premium, if any, or the interest on any DebentureSecurity), the Trustee or Paying Agent shall 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 Section 10.02 or a responsible Trust Officer in the Corporate 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 acceleratedpreceding 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, representative or agent trustee on behalf of 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, trustee or representative or 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. (a) . The Company Trustee shall give prompt written notice to not at any time be charged with knowledge of the Trustee existence of any fact known to the Company that facts which would prohibit the making of any payment to or by the Trustee in respect Trustee, unless at least two Business Days prior to the making of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior Indebtedness. Notwithstanding the provisions of this or any other provisions of this Indenturepayment, the Trustee or Paying Agent shall not be charged with the knowledge of the existence of any default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as a result of which the maturity 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 from one or more holders of Senior Indebtedness Debt or from any trusteerepresentative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Debt or of the authority of such representative or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereoftrustee; and, prior to the receipt of any such written notice or actual knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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 person representing himself or itself to be a holder of such Senior Indebtedness Debt (or a trustee, representative or agent trustee on behalf of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness Debt or a trustee, representative of or agent 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 Trustee, however, shall not be deemed to have 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 happening of any event specified in Section 10.02. Otherwise, any deposit of monies 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, if any, on any Security) the Trustee shall not have received with respect to such monies the notice provided for in Section 10.06, then the Trustee or the Paying Agent shall have full power and authority to receive such monies and U.S. Government Obligations and to apply the same to the purpose for which they were received, and shall not be fully protected in relying upon affected by any notice to the contrary which may be received by it on or after such notice) of Senior Indebtedness.date. This Section 34

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. (a) . The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company that Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior IndebtednessSubordinated Securities. Notwithstanding the provisions of this Article ____ or any other provisions provision of this Indenture, the Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any default in facts which would prohibit the payment of all or a portion making of any Senior Indebtedness payment or any other default affecting Senior Indebtedness as a result of which distribution to or by the maturity of the Senior Indebtedness has been acceleratedTrustee, 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 trusteerepresentative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereoftrustee; and, prior to the receipt of any such written notice or actual knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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, representative or agent trustee on behalf of such the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee, representative of or agent 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 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 (and shall be fully protected in relying upon such notice) 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. (a) . The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company that Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior IndebtednessSubordinated Securities. Notwithstanding the provisions of this Article ____ or any other provisions provision of this Indenture, the Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any default in facts which would prohibit the payment of all or a portion making of any Senior Indebtedness payment or any other default affecting Senior Indebtedness as a result of which distribution to or by the maturity of the Senior Indebtedness has been acceleratedTrustee, 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 trusteerepresentative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereoftrustee; and, prior to the receipt of any such written notice or actual knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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, representative or agent trustee on behalf of such the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee, representative of or agent 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 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 fully protected in relying upon affected by any notice to the contrary which may be received by it on or after such notice) 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. (a) Notice The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company that Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior IndebtednessSubordinated Securities. Notwithstanding the provisions of this Article XII or any other provisions provision of this Indenture, the Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any default in facts which would prohibit the payment of all or a portion making of any Senior Indebtedness payment or any other default affecting Senior Indebtedness as a result of which distribution to or by the maturity of the Senior Indebtedness has been acceleratedTrustee, 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 trusteerepresentative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereoftrustee; and, prior to the receipt of any such written notice or actual knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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, representative or agent trustee on behalf of such the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee, representative of or agent 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 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 (and shall be fully protected in relying upon such notice) 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. (a) . The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company that Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior IndebtednessSubordinated Securities. Notwithstanding the provisions of this Article ___ or any other provisions provision of this Indenture, the Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any default in facts which would prohibit the payment of all or a portion making of any Senior Indebtedness payment or any other default affecting Senior Indebtedness as a result of which distribution to or by the maturity of the Senior Indebtedness has been acceleratedTrustee, 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 trusteerepresentative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereoftrustee; and, prior to the receipt of any such written notice or actual knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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, representative or agent trustee on behalf of such the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee, representative of or agent 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 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 (and shall be fully protected in relying upon such notice) 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. (a) . The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company that Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior IndebtednessSubordinated Securities. Notwithstanding the provisions of this Article __ or any other provisions provision of this Indenture, the Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any default in facts which would prohibit the payment of all or a portion making of any Senior Indebtedness payment or any other default affecting Senior Indebtedness as a result of which distribution to or by the maturity of the Senior Indebtedness has been acceleratedTrustee, 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 trusteerepresentative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereoftrustee; and, prior to the receipt of any such written notice or actual knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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, representative or agent trustee on behalf of such the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee, representative of or agent 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 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 (and shall be fully protected in relying upon such notice) 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. (a) . The Company Trustee shall give prompt written notice to not at any time be charged with knowledge of the Trustee existence of any fact known to the Company that facts which would prohibit the making of any payment to or by the Trustee in respect Trustee, unless at least one Business Day prior to the making of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior Indebtedness. Notwithstanding the provisions of this or any other provisions of this Indenturepayment, the Trustee or Paying Agent shall not be charged with the knowledge of the existence of any default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as a result of which the maturity 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 from one or more holders of Senior Indebtedness Debt or from any trusteerepresentative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Debt or of the authority of such representative or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereoftrustee; and, prior to the receipt of any such written notice or actual knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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 person representing himself or itself to be a holder of such Senior Indebtedness Debt (or a trustee, representative or agent trustee on behalf of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness Debt or a trustee, representative of or agent 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 Trustee, however, shall not be deemed to have 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 fully protected 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 relying upon trust prior to the happening of any event specified in Section 10.02. Otherwise, any deposit of monies 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 notice) monies may become payable for any purpose (including, without limitation, the payment of Senior Indebtedness.the principal of or the interest, if 34

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. (a) . The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company that Issuer which would prohibit the making of any payment or distribution to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior IndebtednessSubordinated Securities. Notwithstanding the provisions of this Article ____ or any other provisions provision of this Indenture, the Trustee or Paying Agent shall not at any time be charged with the knowledge of the existence of any default in facts which would prohibit the payment of all or a portion making of any Senior Indebtedness payment or any other default affecting Senior Indebtedness as a result of which distribution to or by the maturity of the Senior Indebtedness has been acceleratedTrustee, 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 trusteerepresentative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such representative or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereoftrustee; and, prior to the receipt of any such written notice or actual knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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, representative or agent trustee on behalf of such the holder) to establish that such notice has been given by a holder of such Senior Indebtedness (or a trustee, representative of or agent 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 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 fully protected in relying upon affected by any notice to the contrary which may be received by it on or after such notice) 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. (a) . The Company Trustee shall give prompt written notice to not at any time be charged with knowledge of the Trustee existence of any fact known to the Company that facts which would prohibit the making of any payment to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior Indebtedness. Notwithstanding the provisions of this or any other provisions of this Indenture, the Trustee or Paying Agent shall not be charged with the knowledge of the existence of any default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as a result of which the maturity of the Senior Indebtedness has been acceleratedTrustee, 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 trusteerepresentative thereof or trustee therefor, 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 knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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 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, representative or agent trustee on behalf of such holder) to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness Debt or a trustee, representative or agent trustee on behalf of any such holder. The In the event that the Trustee shall not be deemed to have any 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 Debt 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 shall be fully protected in relying upon any other facts pertinent to the rights of such notice) Person under this Article XIV, and, if such evidence is not furnished, the 104 Trustee may defer any payment to such Person pending judicial determination as to the right of Senior Indebtednesssuch Person to receive such payment.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. (a) . The Company Trustee shall give prompt written notice to not at any time be charged with knowledge of the Trustee existence of any fact known to the Company that facts which would prohibit the making of any payment to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior Indebtedness. Notwithstanding the provisions of this or any other provisions of this IndentureTrustee, and the Trustee or Paying Agent shall not be charged with required to withhold payment to the knowledge Holders of the existence of any default Securities as provided in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as a result of which the maturity of the Senior Indebtedness has been acceleratedSection 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 trustee, representative thereof or agent trustee 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 knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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 person representing himself or itself to be a holder of such Senior Indebtedness Debt of a Guarantor (or a trustee, representative or agent trustee on behalf 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, representative or agent trustee on behalf of any such holder. The In the event that the Trustee shall not be deemed to have any duty determines in good faith that further evidence is required with respect to the holders (and shall be fully protected in relying upon such notice) 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. (a) Notice The Company Trustee shall give prompt written notice to not at any time be charged with knowledge of the Trustee existence of any fact known to the Company that facts which would prohibit the making of any payment to or by the Trustee unless and until an officer in respect the Corporate Trust Office of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior Indebtedness. Notwithstanding the provisions of this or any other provisions of this Indenture, the Trustee or Paying Agent shall not be charged with the knowledge of the existence of any default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as a result of which the maturity of the Senior Indebtedness has been accelerated, unless and until the Trustee or Paying Agent shall have received received, no later than three Business Days prior to such payment written notice thereof from the Company Financeco or Solectron or from one or more holders of Senior Indebtedness Debt or from any 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 knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, the Trustee or Paying Agent may Trustee, subject to the provisions of Sections 7.1 and 7.2 hereof, shall be entitled in all respects conclusively to assume that no such facts exist. (b) Unless at least one Business Day prior fact exists. Notwithstanding anything to the date when by contrary in this Article XI or elsewhere in this Indenture or in the terms Notes, upon any distribution of assets of Financeco and Solectron referred to in this Junior Indenture any monies are to be deposited by the Company with the Trustee or any Paying Agent for any purpose (including, without limitationArticle XI, the payment of the principal of or premiumTrustee, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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 subject to the purpose for which they were received. Neither provisions of them shall be affected by any notice to Sections 7.1 and 7.2 hereof, and 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 Holders shall be entitled to rely on the delivery to it upon any order or decree made by any court of a written notice by a Person representing himself competent jurisdiction in which such dissolution, winding up, liquidation or itself to be a holder of such Senior Indebtedness (reorganization proceedings are pending, or a trustee, representative certificate of the liquidating trustee or agent on behalf or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such holder) distribution, the holders of the Senior Debt and other Indebtedness of Financeco or Solectron, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to establish that this Article XI so long as such notice court has been given by a holder apprised of such Senior Indebtedness the provisions of, or a trusteethe order, representative decree or agent on behalf certificate makes reference to, the provisions of any such holder. The Trustee shall not be deemed to have any duty to the holders (and shall be fully protected in relying upon such notice) of Senior Indebtednessthis Article XI.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. (a) . The Company Trustee shall give prompt written notice to not at any time be charged with knowledge of the Trustee existence of any fact known to the Company that facts which would prohibit the making of any payment to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior Indebtedness. Notwithstanding the provisions of this or any other provisions of this Indenture, the Trustee or Paying Agent shall not be charged with the knowledge of the existence of any default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as a result of which the maturity of the Senior Indebtedness has been acceleratedTrustee, 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 trusteerepresentative thereof or trustee therefor, 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 knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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 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, representative or agent trustee on behalf of such holder) to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness Debt or a trustee, representative or agent trustee on behalf of any such holder. The In the event that the Trustee shall not be deemed to have any 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 Debt 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 shall be fully protected in relying upon any other facts pertinent to the rights of such notice) 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 Senior Indebtednesssuch Person to receive such payment.

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. (a) . The Company Trustee shall give prompt written notice to not at any time be charged with knowledge of the Trustee existence of any fact known to the Company that facts which would prohibit the making of any payment to or by the Trustee in respect Trustee, unless at least two Business Days prior to the making of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior Indebtedness. Notwithstanding the provisions of this or any other provisions of this Indenturepayment, the Trustee or Paying Agent shall not be charged with the knowledge of the existence of any default in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as a result of which the maturity 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 from one or more holders of Senior Indebtedness Debt or from any trusteerepresentative thereof or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Debt or of the authority of such representative or agent therefor or unless the Trustee or Paying Agent otherwise had actual knowledge thereoftrustee; and, prior to the receipt of any such written notice or actual knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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 person representing himself or itself to be a holder of such Senior Indebtedness Debt (or a trustee, representative or agent trustee on behalf of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness Debt or a trustee, representative of or agent 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 Trustee, however, shall not be deemed to have 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 happening of any event specified in Section 10.02. Otherwise, any deposit of monies 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, if any, on any Security) the Trustee shall not have received with respect to such monies the notice provided for in Section 10.06, then the Trustee or the Paying Agent shall have full power and authority to receive such monies and U.S. Government Obligations and to apply the same to the purpose for which they were received, and shall not be fully protected in relying upon affected by any notice to the contrary which may be received by it on or after such notice) of Senior Indebtedness.date. This Section 33

Trustee Entitled to Assume. Payments Not Prohibited in Absence of Notice. (a) . The Company Trustee shall give prompt written notice to not at any time be charged with knowledge of the Trustee existence of any fact known to the Company that facts which would prohibit the making of any payment to or by the Trustee in respect of any series of Debentures. Failure to give such notice shall not affect the subordination of the Debentures to Senior Indebtedness. Notwithstanding the provisions of this or any other provisions of this IndentureTrustee, and the Trustee or Paying Agent shall not be charged with required to withhold payment to the knowledge Holders of the existence of any default Securities as provided in the payment of all or a portion of any Senior Indebtedness or any other default affecting Senior Indebtedness as a result of which the maturity of the Senior Indebtedness has been acceleratedSection 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 trustee, representative thereof or agent trustee 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 knowledge of a responsible Trust Officer in the Corporate Trust Department of the Trustee or Paying Agentnotice, 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. (b) Unless at least one Business Day prior to the date when by the terms of this Junior 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 premium, if any, or interest on any Debenture), the Trustee or Paying Agent shall have received with respect to such monies the notice provided for in Section 10.02 or a responsible Trust Officer in the Corporate 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 person representing himself or itself to be a holder of such Senior Indebtedness Debt of a Guarantor (or a trustee, representative or agent trustee on behalf 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, representative or agent trustee on behalf of any such holder. The In the event that the Trustee shall not be deemed to have any duty determines in good faith that further evidence is required with respect to the holders (and shall be fully protected in relying upon such notice) 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.