attorney-in-fact for any and all
such purposes.
SECTION 12.7
NO WAIVER OF SUBORDINATION PROVISIONS.
(A)
NO RIGHT OF ANY PRESENT OR FUTURE HOLDER OF ANY SENIOR DEBT TO
ENFORCE SUBORDINATION AS HEREIN PROVIDED SHALL AT ANY TIME IN ANY WAY BE
PREJUDICED OR IMPAIRED BY ANY ACT OR FAILURE TO ACT ON THE PART OF THE COMPANY
OR BY ANY ACT OR FAILURE TO ACT, IN GOOD FAITH, BY ANY SUCH HOLDER, OR BY ANY
NONCOMPLIANCE BY THE COMPANY WITH THE TERMS, PROVISIONS AND COVENANTS OF THIS
INDENTURE, REGARDLESS OF ANY KNOWLEDGE THEREOF THAT ANY SUCH HOLDER MAY HAVE OR
BE OTHERWISE CHARGED WITH.
(B)
WITHOUT IN ANY WAY LIMITING THE GENERALITY OF PARAGRAPH (A) OF
THIS SECTION 12.7, THE HOLDERS OF SENIOR DEBT MAY, AT ANY TIME AND FROM TO TIME,
WITHOUT THE CONSENT OF OR NOTICE TO THE TRUSTEE OR THE HOLDERS OF THE
SECURITIES, WITHOUT INCURRING RESPONSIBILITY TO SUCH HOLDERS OF THE SECURITIES
AND WITHOUT IMPAIRING OR RELEASING THE SUBORDINATION PROVIDED IN THIS
ARTICLE XII OR THE OBLIGATIONS HEREUNDER OF SUCH HOLDERS OF THE SECURITIES TO
THE HOLDERS OF SENIOR DEBT, DO ANY ONE OR MORE OF THE FOLLOWING: (I) CHANGE THE
MANNER, PLACE OR TERMS OF PAYMENT OR EXTEND THE TIME OF PAYMENT OF, OR RENEW OR
ALTER, SENIOR DEBT, OR OTHERWISE AMEND OR SUPPLEMENT IN ANY MANNER SENIOR DEBT
OR ANY INSTRUMENT EVIDENCING THE SAME OR ANY AGREEMENT UNDER WHICH SENIOR DEBT
IS OUTSTANDING, (II) SELL, EXCHANGE, RELEASE OR OTHERWISE DEAL WITH ANY PROPERTY
PLEDGED, MORTGAGED OR OTHERWISE SECURING SENIOR DEBT, (III) RELEASE ANY PERSON
LIABLE IN ANY MANNER FOR THE PAYMENT OF SENIOR DEBT AND (IV) EXERCISE OR REFRAIN
FROM EXERCISING ANY RIGHTS AGAINST THE COMPANY AND ANY OTHER PERSON.
SECTION 12.8
NOTICE TO TRUSTEE.
(A)
THE COMPANY SHALL GIVE PROMPT WRITTEN NOTICE TO A RESPONSIBLE
OFFICER OF THE TRUSTEE AND TO THE COLLATERAL MANAGER OF ANY FACT KNOWN TO THE
COMPANY THAT WOULD PROHIBIT THE MAKING OF ANY PAYMENT TO OR BY THE TRUSTEE IN
RESPECT OF THE SECURITIES.
NOTWITHSTANDING THE
69
PROVISIONS OF THIS ARTICLE XII OR ANY OTHER PROVISION OF THIS INDENTURE, THE
TRUSTEE SHALL NOT BE CHARGED WITH KNOWLEDGE OF THE EXISTENCE OF ANY FACTS THAT
WOULD PROHIBIT THE MAKING OF ANY PAYMENT TO OR BY THE TRUSTEE IN RESPECT OF THE
SECURITIES, UNLESS AND UNTIL A RESPONSIBLE OFFICER OF THE TRUSTEE SHALL HAVE
RECEIVED WRITTEN NOTICE THEREOF FROM THE COMPANY OR A HOLDER OF SENIOR DEBT OR
FROM ANY TRUSTEE, AGENT OR REPRESENTATIVE THEREFOR; PROVIDED THAT IF THE TRUSTEE
SHALL NOT HAVE RECEIVED THE NOTICE PROVIDED FOR IN THIS SECTION 12.8 AT LEAST
TWO BUSINESS DAYS PRIOR TO THE DATE UPON WHICH BY THE TERMS HEREOF ANY MONIES
MAY BECOME PAYABLE FOR ANY PURPOSE (INCLUDING, THE PAYMENT OF THE PRINCIPAL OF
AND ANY PREMIUM ON OR INTEREST (INCLUDING ANY ADDITIONAL INTEREST) ON ANY
SECURITY), THEN, ANYTHING HEREIN CONTAINED TO THE CONTRARY NOTWITHSTANDING, THE
TRUSTEE SHALL HAVE FULL POWER AND AUTHORITY TO RECEIVE SUCH MONIES AND TO APPLY
THE