Common use of Notice to Trustee Clause in Contracts

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its the Subsidiary Guarantee. Notwithstanding Guarantee or the Notes pursuant to the provisions of this Article Twelve. Regardless of anything to the contrary contained in this Article Twelve or any other provision of elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Subsidiary Guarantor's Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof in writing from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee a holder of such Subsidiary Guarantor's Senior Indebtedness or a Representative therefor; , and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, Trustee shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that If the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of such Subsidiary Guarantor's Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt amounts of such Subsidiary Guarantor Guarantor's Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Twelve, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the Guarantees pursuant to the provisions of this Article Twelve, although any delay or failure to give any other provision such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Twelve or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof in writing from a Subsidiary Guarantor Guarantor, or from a holder of Guarantor Senior Debt of such Subsidiary Guarantor or from any trustee therefor; a Representative therefor and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, Trustee shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the The Trustee shall be entitled to rely on the delivery to it of a written any notice by a Person representing himself pursuant to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) this Section 12.07 to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee thereforthereof). In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount amounts of Guarantor Senior Debt of such Subsidiary 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 ArticleArticle Twelve, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary The Company and each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the Securities pursuant to the provisions of this Article or any other provision of this Indenture, the Twelve. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Guarantor Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor in writing at its Corporate Trust Office to that effect signed by an Officer of the Company or such Guarantor, or by a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.06 at least three two Business Days prior to the date upon which by the terms hereof of this Indenture any money may moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such money any moneys from any Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it within three Business Days on or after such prior to such date. Subject Nothing contained in this Section 12.06 shall limit the right of the holders of Guarantor Senior Indebtedness to the provisions of recover payments as contemplated by Section 601, the 12.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Debt of such Subsidiary Guarantor (Indebtedness or a trustee therefor)or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Twelve, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6016.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 6016.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, Securities Guarantees pursuant to the provisions of this Article Sixteen. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt of any Guarantor or of any other facts that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor in writing at its Corporate Trust Office to that effect signed by an Officer of such Guarantor, or by a holder of such Guarantor Senior Debt of such Subsidiary Guarantor or from any trustee thereforor agent thereof; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article Six, shall be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 16.6 at least three two Business Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on all obligations arising under any SecuritySecurities Guarantee), then, notwithstanding anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive any monies from such money Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it within three Business Days on or after such prior date except for an acceleration of the Securities prior to such dateapplication. Subject Nothing contained in this Section 16.6 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article Sixteen. The foregoing shall not apply if the provisions of Section 601, Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Debt of a Subsidiary Guarantor (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right or representative on behalf of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, 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 paymentholder.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601Xxxxxxx 000, shall be xxxxx xx entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Guarantees. Notwithstanding the provisions of this Article Eighteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor the Guarantor, the Company or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, -------- ------- that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment under the Guarantees on account of the principal of (and of, premium, if any) , or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Eighteen, 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 Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Eighteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Company or any Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the Notes pursuant to the provisions of this Article or any other provision of this Indenture, the Twelve. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Guarantor Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor in writing at its Corporate Trust Office to that effect signed by an Officer of the Company or such Guarantor, or by a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.05 at least three two Business Days prior to the date upon which by the terms hereof of this Indenture any money may moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any SecurityNote), then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such money any moneys from any Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it within three Business Days on or after such prior to such date. Subject Nothing contained in this Section 12.05 shall limit the right of the holders of Guarantor Senior Indebtedness to the provisions of recover payments as contemplated by Section 601, the 12.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Debt of such Subsidiary Guarantor (Indebtedness or a trustee therefor)or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Twelve, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, Securities Guarantees pursuant to the provisions of this Article Sixteen. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt of any Guarantor or of any other facts that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor in writing at its Corporate Trust Office to that effect signed by an Officer of such Guarantor, or by a holder of such Guarantor Senior Debt of such Subsidiary Guarantor or from any trustee thereforor agent thereof; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article Six, shall be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 16.6 at least three Business Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on all obligations arising under any SecuritySecurities Guarantee), then, notwithstanding anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive any monies from such money Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it within on or after such three Business Days Day period except for an acceleration of the Securities prior to such dateapplication. Subject Nothing contained in this Section 16.6 shall limit the right of the holders of Guarantor Senior Debt to recover payments as contemplated by this Article Sixteen. The foregoing shall not apply if the provisions of Section 601, Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Debt of a Subsidiary Guarantor (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right or representative on behalf of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, 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 paymentholder.

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to the Trustee or paying agent of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Debt Securities. Failure to give such notice shall not affect the subordination of the Guarantee to Guarantor Senior Indebtedness. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee or paying agent shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or paying agent in respect of to the Subsidiary GuaranteesDebt Securities pursuant to this Article XV, unless and until the Trustee or paying agent shall have received written notice thereof from a Subsidiary the Guarantor or a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6017.02, or paying agent shall be entitled in all respects respect to assume that no such facts exist; provided, however, that if an Officer of the Trustee or paying agent shall not have received the notice provided for in this Section received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment pursuant to the Guarantee of the principal of (and premium, if any) or interest any premium or Interest on any Debt Security), the notice with respect to such money provided for in this Section 15.10, then, anything herein contained to the contrary notwithstanding, the Trustee or paying agent shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject The Trustee, subject to the provisions of Section 6017.02, the Trustee or paying agent shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee or paying agent determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle XV, the Trustee or paying agent may request such Person to furnish evidence to the reasonable satisfaction of the Trustee or paying agent as to the amount of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle XV, and if such evidence is not furnished, the Trustee or paying agent may defer any payment which it may be required to make for the benefit of such Person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person to receive such payment.

Notice to Trustee. Each Subsidiary (a) A Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Notes. Notwithstanding the provisions of this Article 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Obligations under the Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary such Guarantor or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 60111.09, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 11.09 at least three two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of (and of, premium, if any) , or interest on any SecurityObligation under a Guarantee), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three two Business Days prior to such date. Subject to ; nor shall the provisions Trustee be charged with knowledge of Section 601, the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment have received an Officers' Certificate to such Person pending judicial determination as to the right of such Person to receive such paymenteffect.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesSecurities, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt Indebtedness of such a Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt Indebtedness of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt Indebtedness of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, PROVIDED HOWEVER that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt Indebtedness of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor If the Company elects to redeem Notes pursuant to Section 3.01, it shall give prompt written furnish to the Trustee, at least two Business Days (or such shorter period as the Trustee consents to in its sole judgment) but not more than 60 days before notice of a redemption is to be delivered electronically or mailed by first class mail to Holders, an Officers’ Certificate stating that the Company is redeeming Notes pursuant to the applicable subsection of Section 3.01, the date notice of redemption is to be delivered to Holders, the redemption date, the aggregate principal amount of Notes to be redeemed, the redemption price for such Notes, any calculations pursuant to Section 3.01(b), the amount of accrued and unpaid interest on such Notes as of the redemption date and, if applicable, the manner in which Notes are to be selected for redemption, in accordance with Section 3.03, if less than all outstanding Notes are to be redeemed. If the Trustee is not the Registrar, the Company shall, concurrently with delivery of its notice to the Trustee of any fact known a redemption, cause the Registrar to such Subsidiary Guarantor which would prohibit the making of any payment deliver to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, a certificate (upon which the Trustee may rely) setting forth the name of, and the aggregate principal amount of Notes held by each Holder. If the Company is required to offer to purchase Notes pursuant to Section 4.13 or 4.14, it shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment furnish to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no at least two Business Days (or such facts exist; provided, however, that if shorter period as the Trustee shall not have received consents to in its sole judgment) before notice of the notice provided for in this corresponding Offer is to be mailed to Holders, an Officers’ Certificate setting forth that the Offer is being made pursuant to Section at least three Business Days prior to 4.13 or 4.14, as the date upon which by the terms hereof any money case may become payable for any purpose (including, without limitationbe, the payment purchase date, the maximum principal amount of Notes the Company is offering to purchase pursuant to such Offer, the purchase price for such Notes, the amount of accrued and unpaid interest on such Notes as of the principal of (and premiumpurchase date and, if any) or interest on any Security), then, anything herein contained to the contrary notwithstandingapplicable, the Trustee shall have full power and authority manner in which Notes are to receive such money and be selected for purchase, in accordance with Section 3.03, if less than all outstanding Notes are to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such datepurchased. Subject to the provisions of Section 601, The Company will also provide the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event with any additional information that the Trustee determines reasonably requests in good faith that further evidence is required connection with respect to any redemption or Offer. For the right avoidance of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Articledoubt, the Trustee may request such Person requirements of this section shall not apply to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, 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 paymenta Special Mandatory Redemption.

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to a Responsible Officer of the Common Guarantee Trustee of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Common Guarantee Trustee in respect of its Subsidiary Guaranteethe Guarantee Payments pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of this IndentureCommon Securities Guarantee Agreement, the Common Guarantee Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment Guarantee Payment to or by the Common Guarantee Trustee in respect of the Subsidiary GuaranteesCommon Securities pursuant to the provisions of this Article, unless and until a Responsible Officer of the Common Guarantee Trustee shall have received written notice thereof from a Subsidiary the Guarantor or a holder or holders of Senior Debt of such Subsidiary Guarantor Preferred Securities or from any trustee therefor; and, prior to the receipt of any such written notice, the Common Guarantee Trustee, subject to the provisions of Section 6013.02 of this Common Securities Guarantee Agreement, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Common Guarantee Trustee shall have not have received the notice provided for in this Section at least three two Business Days (as defined in the Indenture) prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security)with respect to Guarantee Payments, then, anything herein contained to the contrary notwithstanding, the Common Guarantee Trustee shall have full power and authority to receive such money and to apply the same to the purpose purposes for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it within three two Business Days prior to such date. Subject to the provisions of Section 6013.02, the Common Guarantee Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor Preferred Securities (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor Preferred Securities (or a trustee therefor). In the event that the Common Guarantee Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor Preferred Securities to participate in any payment or distribution pursuant to this Article, the Common Guarantee Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Common Guarantee Trustee as to the amount of Senior Debt of such Subsidiary Guarantor Preferred Securities held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Common Guarantee Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6016.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 6016.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to each such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding each such Guarantee pursuant to the provisions of this Article Twelve, although any delay or failure to give any other provision such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Twelve or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof in writing from a Subsidiary Guarantor such Guarantor, or from a holder of Guarantor Senior Debt of such Subsidiary Guarantor or from any trustee therefor; a Representative therefore, and, prior to the receipt of any such written notice, the TrusteeTrustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist (PROVIDED that, notwithstanding the foregoing, the Holders of the Notes receiving any payments made in contravention of Section 12.02 and/or 12.03 (and the respective such payments shall otherwise be subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions first sentence of Section 601, the 12.02(a) and Section 12.03). The Trustee shall be entitled to rely on the delivery to it of a written any notice by a Person representing himself pursuant to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) this Section 12.07 to establish that such notice has been given by a holder of Guarantor Senior Debt of such Subsidiary Guarantor (or a trustee thereforRepresentative therefore). In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount amounts of Guarantor Senior Debt of such Subsidiary 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 ArticleArticle Twelve, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesGuarantee, unless and until the Trustee shall have received written notice thereof from a Subsidiary the Guarantor or a holder of Senior Debt of such Subsidiary the Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary the Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary the Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary the Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary the 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor The Issuers shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts Issuers which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, Notes pursuant to the provisions of this Article 12. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Senior Debt of a Guarantor or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor in writing at its Corporate Trust Office to that effect signed by an Officer of an Issuer, or by a holder of Senior Debt of such Subsidiary a Guarantor or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article 7, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for . Nothing contained in this Section at least three Business Days prior to 12.5 shall limit the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment right of the principal holders of (and premium, if any) or interest on any Security), then, anything herein contained Senior Debt of a Guarantor to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected recover payments as contemplated by any notice to the contrary which may be received by it within three Business Days prior to such dateSection 12.3. Subject to the provisions of Section 601, the The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt of a Subsidiary Guarantor (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt of such Subsidiary Guarantor (or a trustee therefor)or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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 ArticleArticle 12, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor If the Company elects to redeem Notes pursuant to Section 13.07 it shall give prompt written furnish to the Trustee, at least 30 days but not more than 60 days before notice of any redemption is to be mailed to Holders (or such shorter times as may be satisfactory to the Trustee), an Officers' Certificate stating that the Company has elected to redeem Notes pursuant to Section 13.07, the date notice of redemption is to be mailed to Holders, the redemption date, the aggregate principal amount of Notes to be redeemed, the redemption price for such Notes, the amount of accrued and unpaid interest on such Notes as of the redemption date and the manner in which Notes are to be selected for redemption if less than all Outstanding Notes are to be redeemed. If the Trustee is not the Registrar, the Company shall, concurrently with delivery of its notice to the Trustee of any fact known a redemption, cause the Registrar to such Subsidiary Guarantor which would prohibit the making of any payment deliver to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, a certificate (upon which the Trustee may rely) setting forth the name of, and the aggregate principal amount of Notes held by each Holder. If the Company is required to offer to purchase Notes pursuant to Sections 10.11 or 10.16, it shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment furnish to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject at least two Business Days before notice of the corresponding Offer is to be mailed to Holders, an Officers' Certificate setting forth that the provisions Offer is being made pursuant to Sections 10.11 or 10.16, as the case may be, the Change of Section 601Control Purchase Date or the Asset Sale Offer Purchase Date, shall be entitled in all respects the maximum principal amount of Notes the Company is offering to assume that no purchase pursuant to such facts exist; providedOffer, howeverthe purchase price for such Notes, that if and the amount of accrued and unpaid interest on such Notes as of the Change of Control Purchase Date or the Asset Sale Offer Purchase Date, as the case may be. The Company will also provide the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof with any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event additional information that the Trustee determines reasonably requests in good faith that further evidence is required connection with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment redemption or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentOffer.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary such Guarantor's Guarantee. Failure to give such notice shall not affect the subordination of such Guarantor's Guarantee to any Guarantor Senior Indebtedness of such Guarantor. Notwithstanding the provisions of this Article Eighteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesGuarantee of any Guarantor, unless and until the Trustee shall have received written notice thereof in the manner provided in Section 105 from a Subsidiary Guarantor Guarantor, the Company or a holder of Guarantor Senior Debt Indebtedness of such Subsidiary a Guarantor or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of any Guaranteed Obligations), the principal of (and premium, if any) or interest on any Security)notice with respect to such money provided for in this Section 1810, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, 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 Guarantor Senior Debt Indebtedness of a Subsidiary any Guarantor (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt Indebtedness of a Subsidiary any Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Eighteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Eighteen, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such Person pursuant to the terms of this Indenture pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Subsidiary the Guarantor which that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Securities pursuant to the Guarantees. Notwithstanding the provisions of this Article XIV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Securities pursuant to the Guarantees, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from a Subsidiary the Guarantor or a holder of Senior Debt of such Subsidiary the Guarantor or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 14.8 at least three two Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) any premium on or interest (including any Additional Interest) on any SecuritySecurity pursuant to the Guarantees), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money monies and to apply the same to the purpose for which such money was they were received and shall not be affected by any notice to the contrary which that may be received by it within three two Business Days prior to such date. Subject to the provisions of Section 601, the The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Debt of a Subsidiary the Guarantor (or a trustee trustee, agent, representative or attorney-in-fact therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary the Guarantor (or a trustee trustee, agent, representative or attorney-in-fact therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary the Guarantor to participate in any payment or distribution pursuant to this ArticleArticle XIV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary the 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 ArticleArticle XIV, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, -76- that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary (a) A Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Notes. Notwithstanding the provisions of this Article 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary obligations under the Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary such Guarantor or a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 60111.09, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 11.09 at least three two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of (and of, premium, if any) , or interest on any Securityobligation under a Guarantee), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Guarantor Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three two Business Days prior to such date. Subject to ; nor shall the provisions Trustee be charged with knowledge of Section 601, the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment have received an Officers' Certificate to such Person pending judicial determination as to the right of such Person to receive such paymenteffect.

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to the Trustee or Paying Agent of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Securities. Failure to give such notice shall not affect the subordination of the Guarantee to Guarantor Senior Indebtedness. Notwithstanding the provisions of this Article or any other 104 provision of this Indenture, the Trustee or Paying Agent shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or Paying Agent in respect of to the Subsidiary GuaranteesSecurities pursuant to this Article Eighteen, unless and until the Trustee or Paying Agent shall have received written notice thereof from a Subsidiary the Guarantor or a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, or Paying Agent shall be entitled in all respects respect to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee or Paying Agent shall not have received the notice provided for in this Section received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment pursuant to the Guarantee of the principal of (and premium, if any) or interest any premium or Interest on or Additional Amounts with respect to any Security), the notice with respect to such money provided for in this Section 1810, then, anything herein contained to the contrary notwithstanding, the Trustee or Paying Agent shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject The Trustee, subject to the provisions of Section 601, the Trustee or Paying Agent shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee or Paying Agent determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Eighteen, the Trustee or Paying Agent may request such Person to furnish evidence to the reasonable satisfaction of the Trustee or Paying Agent as to the amount of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Eighteen, and if such evidence is not furnished, the Trustee or paying Agent may defer any payment which it may be required to make for the benefit of such Person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the any Subsidiary GuaranteesGuarantee, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of such Senior Debt Guarantee of such a Subsidiary Guarantor or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three two Business Days prior to such date. Subject to the provisions of Section 601, 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 a Senior Debt Guarantee of a Subsidiary Guarantor (or a trustee or agent therefor) to establish that such notice has been given by a holder of a Senior Debt Guarantee of such Subsidiary Guarantor (or a trustee or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of a Senior Debt Guarantee of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of the Senior Debt Guarantees of such Subsidiary 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, 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. A certificate of the Administrative Agent delivered to the Trustee shall be sufficient evidence with respect to the amount of Senior Guarantees under the Credit Facility.

Notice to Trustee. Each Subsidiary Guarantor The Issuer shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Issuer or a Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the Notes pursuant to the provisions of this Article or any other provision of this Indenture, the Article. The Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt of a Guarantor or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor in writing at this Corporate Trust Office to that effect signed by an Officer of the Issuer, or by a holder of Senior Debt of such Subsidiary Guarantor or from any trustee trustee, agent or other representative therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section at least three two Business Days prior to the date upon which by the terms hereof of this Indenture any money may moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any SecurityNote ), then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such money any moneys from any Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it within three Business Days on or after such prior to such date. Subject Nothing contained in this Section 12.06 shall limit the right of the holders of Senior Debt of a Guarantor to the provisions of recover payments as contemplated by Section 601, the 12.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt of a Subsidiary Guarantor (or a trustee therefortrustee, agent or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt of such Subsidiary Guarantor (or a trustee therefor)trustee, agent or other representative on behalf of any such holder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Securities. Notwithstanding the provisions of this Article or any other provision of this the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesSecurities, unless and until the Trustee shall have received written notice thereof from a Subsidiary any Guarantor or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601601 of the Indenture, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within which three Business Days prior to such date. Subject to the provisions of Section 601601 of the Indenture, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee trustee, fiduciary to agent therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request that such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Guarantees. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor the Guarantor, the Company or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6016.1, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment under the Guarantees on account of the principal of (and of, premium, if any) , or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 6016.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. If the Company wants to redeem Securities of any series in whole or in part pursuant to the terms of the Securities of that series, the Company shall notify the Trustee of the Redemption Date therefor and the principal amount and other terms and provisions of the Securities to be redeemed. Each Subsidiary Guarantor such notice shall give prompt written notice be accompanied by an Officers' Certificate of the Company stating that any conditions to such redemption as provided in such Security and in this Article have been complied with. If the Company elects to redeem less than all of the Securities of a series with the same terms and provisions, the Company shall notify the Trustee of such Redemption Date and of the principal amount of such Securities to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant to Section 3.03. If Securities of any fact known series by their terms are redeemable pursuant to such Subsidiary Guarantor which would prohibit the making operation of any payment a sinking fund or pursuant to or by another mandatory redemption provision of the Securities, the Company shall notify the Trustee in respect by an Officers' Certificate of its Subsidiary Guaranteethe amount of the next sinking fund payment or amount required to satisfy such mandatory redemption payment and the portion of such payment which is to be satisfied by delivering and crediting Securities of the same series pursuant to Section 3.06. Notwithstanding If the provisions Company wants to reduce pursuant to the terms of this Article or any other provision such Securities the principal amount of this IndentureSecurities to be redeemed, it shall notify the Trustee shall not be charged with knowledge by Officers' Certificate of the existence amount of the reduction and the basis for it. If the Company wants to credit against any facts which would prohibit such redemption Securities of the making of any payment same series it has not previously delivered to or by the Trustee in respect of for cancellation, it shall deliver the Subsidiary Guarantees, unless Securities with such Officers' Certificate. The Company shall give each notice and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice an Officers' Certificate provided for in this Section at least three Business Days prior 45 days before the applicable Redemption Date (unless shorter notice is satisfactory to the date upon which Trustee or a shorter or longer notice is required by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any applicable Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt Indebtedness of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6016.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 6016.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt Indebtedness of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts Company which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, Notes pursuant to the provisions of this Article XII. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Senior Debt of a Guarantor or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Debt of such Subsidiary a Guarantor or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article VII, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for . Nothing contained in this Section at least three Business Days prior to 12.5 shall limit the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment right of the principal holders of (and premium, if any) or interest on any Security), then, anything herein contained Senior Debt of a Guarantor to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected recover payments as contemplated by any notice to the contrary which may be received by it within three Business Days prior to such dateSection 12.3. Subject to the provisions of Section 601, the The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt of a Subsidiary Guarantor (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt of such Subsidiary Guarantor (or a trustee therefor)or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle XII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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 ArticleArticle XII, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT Upon any payment or distribution of assets or securities of a Guarantor referred to in this Article XII, the Trustee and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Debt of such Guarantor and other indebtedness of such Guarantor, the amounts thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three five Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three five Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each The Company and each Subsidiary Notes Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes and of any subsequent cure or waiver thereof. Notwithstanding the provisions of this Article Fourteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesNotes, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor the Company or a holder of Senior Debt or a holder of such Subsidiary Guarantor Senior Debt or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt or a holder of a Subsidiary Guarantor Senior Debt (or a trustee or agent therefor) to establish that such notice has been given by a holder of Senior Debt or a holder of such Subsidiary Guarantor Senior Debt (or a trustee or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt or a holder of a Subsidiary Guarantor Senior Debt, as the case may be, to participate in any payment or distribution pursuant to this ArticleArticle Fourteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such or Subsidiary Guarantor Senior Debt, as the case may be, held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Fourteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 116 SECTION 1410. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATION AGENT. Upon any payment or distribution of assets of the Company or any Subsidiary Notes Guarantor referred to in this Article Fourteen, the Trustee, subject to the provisions of Section 601, and the Holders of the Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in a Proceeding, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt, Subsidiary Guarantor Senior Debt and other indebtedness of the Company and the Subsidiary Notes Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen.

Notice to Trustee. (a) Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, Securities pursuant to the provisions of this Article Fifteen. The Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Guarantor Indebtedness or of any other facts that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor in writing at its Corporate Trust Office to that effect signed by an Officer of such Guarantor, or by a holder of Senior Debt of such Subsidiary Guarantor Indebtedness, or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article Six, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED that, however, that if the Trustee shall not have received the notice provided for in this Section 1506 at least three two Business Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of (and of, premium, if any) , or interest on any Security), then, notwithstanding anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive any monies from such money Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it within three Business Days on or after such prior date except for an acceleration of the Securities prior to such dateapplication. Subject Nothing contained in this Section 1506 shall limit the right of the holders of Senior Guarantor Indebtedness to recover payments as contemplated by this Article Fifteen. The foregoing shall not apply if the provisions of Section 601, the Paying Agent is such Guarantor. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee thereforon behalf of, or other Representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt of such Subsidiary Guarantor (Indebtedness or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right or Representative on behalf of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, 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 paymentholder.

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Trustee pursuant to the Guarantee and in respect of its Subsidiary Guaranteethe Securities. Failure to give such notice shall not affect the subordination of the Securities to Guarantor Senior Debt. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee pursuant to the Guarantee and in respect of the Subsidiary GuaranteesSecurities, unless and until a Responsible Officer of the Trustee has actual knowledge thereof or the Trustee shall have received written notice thereof at the address specified in Section 16.02 from a Subsidiary the Holders, the Guarantor or a holder of Guarantor Senior Debt of such Subsidiary Guarantor or from any trustee thereforor agent therefor and such notice references the Securities and this Indenture; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6019.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitationpurpose, the payment of the principal of (and premium, if any) or interest on any Security)notice with respect to such money provided for in this Section 15.10, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 6019.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself to be a holder of Guarantor Senior Debt of a Subsidiary Guarantor (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of Guarantor Senior Debt of such Subsidiary Guarantor (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt of such Subsidiary Guarantor held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such Person person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person person to receive such payment.

Notice to Trustee. Each The Company and each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Securities and of any subsequent cure or waiver thereof. Notwithstanding the provisions of this Article XIV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesSecurities, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor the Company or a holder of Senior Debt or a holder of such Subsidiary Guarantor Senior Debt or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt or a holder of a Subsidiary Guarantor Senior Debt (or a trustee or agent therefor) to establish that such notice has been given by a holder of Senior Debt or a holder of such Subsidiary Guarantor Senior Debt (or a trustee or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt or a holder of a Subsidiary Guarantor Senior Debt, as the case may be, to participate in any payment or distribution pursuant to this ArticleArticle XIV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary or Guarantor Senior Debt, as the case may be, held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle XIV, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to the Company or such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the Securities pursuant to the provisions of this Article or any other provision Article. Failure to give such notice to the Trustee shall not affect the subordination of this Indenture, the Securities to Senior Debt of Guarantors. The Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor in writing to that effect signed by an Officer of the Company, or by a holder of Senior Debt of such Subsidiary Guarantor or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice -------- ------- provided for in this Section 12.06 at least three Business Days prior to the date upon which by the terms hereof of this Indenture any money may moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (and of, premium, if any) , or interest on any Security), then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such money any moneys from any Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it within three Business Days on or after such prior to such date. Subject Nothing contained in this Section 12.06 shall limit the right of the holders of Senior Debt of a Guarantor to the provisions of recover payments as contemplated by Section 601, the 12.02 or 12.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt of a Subsidiary Guarantor (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt of such Subsidiary a Guarantor (or a trustee therefor)or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice The election of the Company to redeem any Subordinated Notes will be evidenced by a Company Order. In case of any redemption of less than all of the Subordinated Notes, the Company will, at least 60 days prior to the Trustee Redemption Date fixed by the Company (unless a shorter notice will be satisfactory to the Trustee, but in any event ​ not less than 45 days prior to the Redemption Date), notify the Trustee, of such Redemption Date and of the principal amount of Subordinated Notes to be redeemed. In the case of any fact known redemption of Subordinated Notes (i) prior to such Subsidiary Guarantor which would prohibit the making expiration of any payment restriction on such redemption provided in the terms of such Subordinated Notes or elsewhere in this Indenture or (ii) in accordance with an election of the Company that is subject to a condition specified in the terms of such Subordinated Notes or by the Trustee elsewhere in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Company will furnish to the Trustee shall not an Officers’ Certificate evidencing compliance with such restriction or condition. Section 1003Selection by Trustee of Subordinated Notes to be charged with knowledge Redeemed. If less than all of the existence of any facts which would prohibit Subordinated Notes are to be redeemed, the making of any payment particular Subordinated Notes to or be redeemed will be selected not more than 45 days prior to the Redemption Date by the Trustee in respect from the Outstanding Subordinated Notes not previously called for redemption unless otherwise required by law or applicable depositary requirements, on a pro rata basis as to the Holders and which may provide for the selection for redemption of portions of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder principal amount of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts existSubordinated Notes; provided, however, that if no such partial redemption will reduce the portion of the principal amount of a Subordinated Note not redeemed to less than the minimum denomination for a Subordinated Note established in or under this Indenture. In the event a pro rata redemption is not permitted under applicable law or applicable depositary requirements, the Subordinated Notes to be redeemed will be selected by lot or such method as the Trustee shall not have received will deem fair and appropriate. The Trustee will promptly notify the notice provided Company and the Registrar (if other than itself) in writing of the Subordinated Notes selected for redemption and, in the case of any Subordinated Notes selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Section at least three Business Days prior Indenture, unless the context otherwise requires, all provisions relating to the date upon which by redemption of Subordinated Notes will relate, in the terms hereof case of any money may become payable for any purpose (includingSubordinated Notes redeemed or to be redeemed only in part, without limitation, to the payment portion of the principal of (and premiumsuch Subordinated Notes which has been or is to be redeemed. Section 1004Notice of Redemption. Notice of redemption will be given in the manner provided in Section 105, if any) or interest on any Security), then, anything herein contained not less than 30 nor more than 60 days prior to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same Redemption Date to the purpose Holders of Subordinated Notes to be redeemed. Failure to give notice by delivering in the manner herein provided to the Holder of any Subordinated Notes designated for which such money was received and shall not be affected by redemption as a whole or in part, or any defect in the notice to any such Holder, will not affect the contrary which may be received by it within three Business Days prior to such datevalidity of the proceedings for the redemption of any other Subordinated Notes or portions thereof. Subject Any notice that is delivered to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right Holder of any Person as a holder Subordinated Notes in the manner herein provided will be conclusively presumed to have been duly given, whether or not such Holder receives the notice. All notices of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, 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.redemption will state:

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary the Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesGuarantee, unless and until the Trustee shall have received written notice thereof from a Subsidiary the Guarantor or a holder of Guarantor Senior Debt of such Subsidiary Guarantor or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have ________ _______ received the notice provided for in this Section at least three two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Guaranteed Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three two Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Guarantor Senior Debt of a Subsidiary Guarantor (or a trustee trustee, agent or representative therefor) to establish that such notice has been given by a holder of Guarantor Senior Debt of such Subsidiary Guarantor (or a trustee trustee, agent or representative therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesSecurities, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt Indebtedness of such a Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section at least three or prior to 5:00 p.m. (Chicago time) the Business Days Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three after 5:00 p.m. (Chicago time) on the Business Days Day prior to such date; PROVIDED that nothing herein shall in any way limit the obligation of the Holders to pay over and deliver any Subsidiary Guarantor Payment in the circumstances specified in Sections 1402 and 1403. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder or a Representative of holders of Senior Debt Indebtedness of such Subsidiary Guarantor (or a trustee therefor)Guarantor. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt Indebtedness of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Guarantees. Notwithstanding the provisions of this Article Eighteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor the Guarantor, the Company or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the -------- ------- Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment under the Guarantees on account of the principal of (and of, premium, if any) , or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Eighteen, 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 Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Eighteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Subsidiary the Guarantor which that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary the Securities pursuant to the Guarantee. Notwithstanding the provisions of this Article XIV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesSecurities pursuant to the Guarantee, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from a Subsidiary the Guarantor or a holder of Senior Debt of such Subsidiary the Guarantor or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 14.8 at least three two Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) any premium on or interest (including any Additional Interest) on any SecuritySecurity pursuant to the Guarantee), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money monies and to apply the same to the purpose for which such money was they were received and shall not be affected by any notice to the contrary which that may be received by it within three two Business Days prior to such date. Subject to the provisions of Section 601, the The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Debt of a Subsidiary the Guarantor (or a trustee trustee, agent, representative or attorney-in-fact therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary the Guarantor (or a trustee trustee, agent, representative or attorney-in-fact therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary the Guarantor to participate in any payment or distribution pursuant to this ArticleArticle XIV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary the 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 ArticleArticle XIV, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the Guarantees pursuant to the provisions of this Article Twelve, although any delay or failure to give any other provision such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Twelve or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until a Responsible Officer of the Trustee shall have received written at the Corporate Trust Office of the Trustee notice thereof in writing from a Subsidiary Guarantor or from a holder of Guarantor Senior Debt of such Subsidiary Guarantor or from any trustee therefor; a Representative therefor and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the The Trustee shall be entitled to rely on the delivery to it of a written any notice by a Person representing himself pursuant to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) this Section 12.07 to establish that such notice has been given by a holder of Guarantor Senior Debt of such Subsidiary Guarantor (or a trustee thereforthereof). In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount amounts of Guarantor Senior Debt of such Subsidiary 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 ArticleArticle Twelve, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its the Subsidiary Guarantee. Notwithstanding Guarantee or the Notes pursuant to the provisions of this Article Fifteen. Regardless of anything to the contrary contained in this Article Fifteen or any other provision of elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Subsidiary Guarantor’s Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof in writing from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee a holder of such Subsidiary Guarantor’s Senior Indebtedness or a Representative therefor; , and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, Trustee shall be entitled in all respects to assume (in the absence of actual knowledge to the contrary) that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that If the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of such Subsidiary Guarantor’s Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Fifteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt amounts of such Subsidiary Guarantor Guarantor’s Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Fifteen, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor The Issuers shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts Company which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, Securities pursuant to the provisions of this Article Twelve. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Senior Indebtedness of Holdings or a Guarantor or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor in writing at its Corporate Trust Office to that effect signed by an Officer of an Issuer, or by a holder of Senior Debt Indebtedness of such Subsidiary Holdings or a Guarantor or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for . Nothing contained in this Section at least three Business Days prior to 12.05 shall limit the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment right of the principal holders of (and premium, if any) Senior Indebtedness of Holdings or interest on any Security), then, anything herein contained a Guarantor to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected recover payments as contemplated by any notice to the contrary which may be received by it within three Business Days prior to such dateSection 12.03. Subject to the provisions of Section 601, the The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt Indebtedness of Holdings or a Subsidiary Guarantor (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt of such Subsidiary Guarantor (Indebtedness or a trustee therefor)or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness of Holdings or a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Twelve, 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 Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Twelve, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) Each Subsidiary Guarantor shall ----------------- give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Note Guarantees pursuant to the provisions of this Article Twelve. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Guarantor Senior Indebtedness of any Subsidiary Guarantees, Guarantor or of any other facts that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received written notice thereof from a in writing at its Corporate Trust Office to that effect signed by an Officer of such Subsidiary Guarantor Guarantor, or by a holder of such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee thereforor agent thereof; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article Seven, shall be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 12.06 at least three two Business Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on all obligations arising under any SecurityNote Guarantee), then, notwithstanding anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive any monies from such money Subsidiary Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it within three Business Days on or after such prior date except for an acceleration of the Notes prior to such dateapplication. Subject Nothing contained in this Section 12.06 shall limit the right of the holders of Guarantor Senior Indebtedness to recover payments as contemplated by this Article Twelve. The foregoing shall not apply if the provisions of Section 601, Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Debt of such Subsidiary Guarantor (Indebtedness or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right or representative on behalf of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, 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 paymentholder.

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Guarantees. Notwithstanding the provisions of this Article Eighteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor the Guarantor, the Company or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment under the Guarantees on account of the principal of (and of, premium, if any) , or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Eighteen, 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 Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Eighteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the 74 Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts Company which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, Notes pursuant to the provisions of this Article 12. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Senior Debt of a Guarantor or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Debt of such Subsidiary a Guarantor or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article 7, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for . Nothing contained in this Section at least three Business Days prior to 12.5 shall limit the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment right of the principal holders of (and premium, if any) or interest on any Security), then, anything herein contained Senior Debt of a Guarantor to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected recover payments as contemplated by any notice to the contrary which may be received by it within three Business Days prior to such dateSection 12.3. Subject to the provisions of Section 601, the The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt of a Subsidiary Guarantor (or a trustee thereforon behalf of, or other 102 92 representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt of such Subsidiary Guarantor (or a trustee therefor)or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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 ArticleArticle 12, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Securities or any of the Subordinated Guarantees. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesSecurities or any of the Subordinated Guarantees and the Trustee may continue to make payments on the Securities, unless and until the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice thereof of facts that would cause the payment obligations with respect to the Securities to violate this Article from a Subsidiary Guarantor the Company or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6016.1, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for nothing in this Section at least three Business Days prior to 15.9 shall impair the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment subordination provisions of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such datethis Article Fifteen. Subject to the provisions of Section 6016.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of -103- 112 Senior Debt of a Subsidiary Guarantor (or a trustee trustee, representative or agent therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee trustee, representative or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary (a) The Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, Parent Guarantee pursuant to the provisions of this Article Eleven. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any other facts that would prohibit the making of any payment to or by the Trust unless and until the Trustee Trust shall have received written notice thereof from a Subsidiary in writing at its Corporate Trust Office to that effect signed by an Officer of the Guarantor or by a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee thereforor agent thereof; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article Seven, shall be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section 11.06 at least three two Business Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of (and of, premium, if any) , or interest on any SecurityNote), then, notwithstanding anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such money any monies from the Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it within three Business Days on or after such prior date except for an acceleration of the Notes prior to such dateapplication. Subject Nothing contained in this Section 11.06 shall limit the right of the holders of Senior Indebtedness to recover payments as contemplated by this Article Eleven. The foregoing shall not apply if the provisions of Section 601, Paying Agent is the Company or the Guarantor. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt of such Subsidiary Guarantor (Indebtedness or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right or representative on behalf of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, 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 paymentholder.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice The election of the Company to redeem any Subordinated Notes will be evidenced by an Officers’ Certificate delivered to the Trustee at least ten (10) Business Days (unless a shorter period will be acceptable to the Trustee) before notice of redemption is mailed or caused to be mailed to the applicable Holders pursuant to Section 1004 hereof setting forth (a) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (b) the Redemption Date, (c) the principal amount of the Subordinated Notes to be redeemed and (d) the Redemption Price; provided however, in case of any fact known redemption of less than all of the Subordinated Notes, the Company will, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice will be satisfactory to the Trustee, but in any event not less than 45 days prior to the Redemption Date), provide such Subsidiary Guarantor which would prohibit Officer’s Certificate to the making Trustee. In the case of any payment redemption of Subordinated Notes (i) prior to the expiration of any restriction on such redemption provided in the terms of such Subordinated Notes or by elsewhere in this Indenture or (ii) in accordance with an election of the Trustee Company that is subject to a condition specified in respect the terms of its Subsidiary Guarantee. Notwithstanding the provisions of this Article such Subordinated Notes or any other provision of elsewhere in this Indenture, the Company will furnish to the Trustee shall not an Officers’ Certificate evidencing compliance with such restriction or condition. Section 1003 Selection by Trustee of Subordinated Notes to be charged with knowledge Redeemed. If less than all of the existence of any facts which would prohibit Subordinated Notes are to be redeemed, the making of any payment particular Subordinated Notes to or be redeemed will be selected not more than 45 days prior to the Redemption Date by the Trustee from the Outstanding Subordinated Notes not previously called for redemption (a) on a pro rata basis to the extent practicable or (b) by lot or such other similar method in respect accordance with the procedures of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts existDepository; provided, however, that no such partial redemption will reduce the portion of the principal amount of a Subordinated Note not redeemed to less than the minimum denomination for a Subordinated Note established in or under this Indenture. The Trustee will promptly notify the Company and the Registrar (if other than itself) in writing of the Trustee shall not have received Subordinated Notes selected for redemption and, in the notice provided case of any Subordinated Notes selected for in partial redemption, the principal amount thereof to be redeemed. For all purposes of this Section at least three Business Days prior Indenture, unless the context otherwise requires, all provisions relating to the date upon which by redemption of Subordinated Notes will relate, in the terms hereof case of any money may become payable for any purpose (includingSubordinated Notes redeemed or to be redeemed only in part, without limitation, to the payment portion of the principal of (and premiumsuch Subordinated Notes which has been or is to be redeemed. Section 1004 Notice of Redemption. Notice of redemption will be given in the manner provided in Section 105, if any) or interest on any Security), then, anything herein contained not less than 30 nor more than 60 days prior to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same Redemption Date to the purpose Holders of Subordinated Notes to be redeemed. Failure to give notice by delivering in the manner herein provided to the Holder of any Subordinated Notes designated for which such money was received and shall not be affected by redemption as a whole or in part, or any defect in the notice to any such Holder, will not affect the contrary which may be received by it within three Business Days prior to such datevalidity of the proceedings for the redemption of any other Subordinated Notes or portions thereof. Subject Any notice that is delivered to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right Holder of any Person as a holder Subordinated Notes in the manner herein provided will be conclusively presumed to have been duly given, whether or not such Holder receives the notice. 66 All notices of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, 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.redemption will state:

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to a responsible officer of the Trustee or paying agent of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Debt Securities. Failure to give such notice shall not affect the subordination of the Guarantee to Guarantor Senior Indebtedness. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee or paying agent shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or paying agent in respect of to the Subsidiary GuaranteesDebt Securities pursuant to this Article XV, unless and until the Trustee or paying agent shall have received written notice thereof from a Subsidiary the Guarantor or a holder a responsible officer of Senior Debt of such Subsidiary Guarantor or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6017.02, or paying agent shall be entitled in all respects respect to assume that no such facts exist; provided, however, that if an Officer of the Trustee or paying agent shall not have received the notice provided for in this Section received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment pursuant to the Guarantee of the principal of (and premium, if any) or interest any premium or Interest on any Debt Security), the notice with respect to such money provided for in this Section 15.10, then, anything herein contained to the contrary notwithstanding, the Trustee or paying agent shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject The Trustee, subject to the provisions of Section 6017.02, the Trustee or paying agent shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee or paying agent determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle XV, the Trustee or paying agent may request such Person to furnish evidence to the reasonable satisfaction of the Trustee or paying agent as to the amount of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle XV, and if such evidence is not furnished, the Trustee or paying agent may defer any payment which it may be required to make for the benefit of such Person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to a Responsible Officer of the Trustee at its address set forth in Section 13.2 of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesGuarantees pursuant to the provisions of this Article Twelve, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article Twelve or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received written notice thereof in writing from a Subsidiary Guarantor Guarantor, or from a holder of Guarantor Senior Debt of such Subsidiary Guarantor or from any trustee a Representative therefor; , and, prior to the receipt of any such written notice, the TrusteeTrustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist (provided that, notwithstanding the foregoing, the -------- Holders receiving any payments made in contravention of Section 12.2 and/or 12.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 601, 12.2 and Section 12.3). The Trustee shall be entitled in all respects to assume rely on the delivery to it of any notice pursuant to this Section 12.7 to establish that no such facts exist; provided, however, that if notice has been given by a holder of Guarantor Senior Debt (or a Representative therefor). If the Trustee shall not have received the notice provided for in this Section received, at least three one Business Days Day prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitationpurpose, the payment of the principal of (and premiumnotice provided for in this Section, if any) or interest on any Security), then, then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money monies and to apply the same to the purpose for which such money was they were received and shall not be affected effected by any notice to the contrary which may be received by it within three with one Business Days Day prior to such date. Subject date (provided that, notwithstanding the foregoing, the Holders -------- receiving any payments made in contravention of Section 12.2 and/or 12.3 (and the respective such payments) shall otherwise be subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor12.2 and Section 12.3). In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount amounts of Guarantor Senior Debt of such Subsidiary 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 ArticleArticle Twelve, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary The Debenture Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Debenture Guarantor which that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary the Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesGuarantee, unless and until the Trustee shall have received written notice thereof from a Subsidiary the Debenture Guarantor or a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee trustee, agent or representative therefor; andPROVIDED, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section at least three two Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security)purpose, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money monies and to apply the same to the purpose for which such money was they were received and shall not be affected by any notice to the contrary which that may be received by it within three two Business Days prior to such date. Subject to the provisions of Section 6016.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee or attorney-in-fact therefor) to establish that such notice has been given by a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee or attorney-in-fact therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary The Additional Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Subsidiary the Additional Guarantor which that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Securities pursuant to the Additional Guarantees. Notwithstanding the provisions of this Article XVI or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Securities pursuant to the Additional Guarantees, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from a Subsidiary the Additional Guarantor or a holder of Senior Debt of such Subsidiary the Additional Guarantor or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 16.8 at least three two Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) any premium on or interest (including any Additional Interest) on any SecuritySecurity pursuant to the Additional Guarantees), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money monies and to apply the same to the purpose for which such money was they were received and shall not be affected by any notice to the contrary which that may be received by it within three two Business Days prior to such date. Subject to the provisions of Section 601, the The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Debt of a Subsidiary the Additional Guarantor (or a trustee trustee, agent, representative or attorney-in-fact therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary the Additional Guarantor (or a trustee trustee, agent, representative or attorney-in-fact therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary the Additional Guarantor to participate in any payment or distribution pursuant to this ArticleArticle XVI, 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 Subsidiary the Additional 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 ArticleArticle XVI, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary (a) A Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Notes. Notwithstanding the provisions of this Article 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary obligations under the Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary such Guarantor or a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 60111.09, shall be entitled in all respects to assume that no such facts exist; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 11.09 at least three two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of (and of, premium, if any) , or interest on any Securityobligation under a Guarantee), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Guarantor Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three two Business Days prior to such date. Subject to ; nor shall the provisions Trustee be charged with knowledge of Section 601, the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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, and if such evidence is not furnished, the Trustee may defer any payment have received an Officers' Certificate to such Person pending judicial determination as to the right of such Person to receive such paymenteffect.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6016.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 6016.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary 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 58 the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Company or any Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the Notes pursuant to the provisions of this Article or any other provision of this Indenture, the 18. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Guarantor Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor in writing at its Corporate Trust Office to that effect signed by an Officer of the Company or such Guarantor, or by a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article 9, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 18.05 at least three two Business Days prior to the date upon which by the terms hereof of this Indenture any money may moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security)Note) , then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such money any moneys from any Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it within three Business Days on or after such prior to such date. Subject Nothing contained in this Section 18.05 shall limit the right of the holders of Guarantor Senior Indebtedness to the provisions of recover payments as contemplated by Section 601, the 18.02. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Debt of such Subsidiary Guarantor (Indebtedness or a trustee therefor)or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle 18, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle 18, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each The Company and each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Securities and of any subsequent cure or waiver thereof. Notwithstanding the provisions of this Article Fourteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesSecurities, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor the Company or a holder of Senior Debt Indebtedness or a holder of such Subsidiary Guarantor Senior Indebtedness or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness or a holder of a Subsidiary Guarantor Senior Indebtedness (or a trustee or agent therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness or a holder of such Subsidiary Guarantor Senior Indebtedness (or a trustee or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness or a holder of a Subsidiary Guarantor Senior Indebtedness, as the case may be, to participate in any payment or distribution pursuant to this ArticleArticle Fourteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Indebtedness or Subsidiary Guarantor Senior Indebtedness, as the case may be, held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Fourteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each License Subsidiary Guarantor shall give prompt written notice to a Responsible Officer of the Trustee at its address set forth in Section 13.02 of any fact known to such License Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its the License Subsidiary Guarantee. Notwithstanding Guarantees pursuant to the provisions of this Article 12, although any delay or failure to give any other provision such notice shall have no effect on the subordination provisions contained herein. Regardless of anything to the contrary contained in this Article 12 or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any License Subsidiary Guarantor Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof in writing from a License Subsidiary Guarantor Guarantor, or from a holder of License Subsidiary Guarantor Senior Debt of such Subsidiary Guarantor or from any trustee a representative therefor; , and, prior to the receipt of any such written notice, the TrusteeTrustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist (provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 12.02 and/or 12.03 (and the respective such payments) shall otherwise be subject to the provisions of Section 601, 12.02 and Section 12.03). The Trustee shall be entitled in all respects to assume rely on the delivery to it of any notice pursuant to this Section 12.07 to establish that no such facts exist; provided, however, that if notice has been given by a holder of License Subsidiary Guarantor Senior Debt (or a representative therefor). If the Trustee shall not have received received, at or prior to noon New York time on the notice provided for in this Section at least three Business Days Day prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitationpurpose, the payment of the principal of (and premiumnotice provided for in this Section, if any) or interest on any Security), then, then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to (but no affirmative obligation to) receive such money monies and to apply the same to the purpose for which such money was they were received and shall not be affected effected by any notice to the contrary which may be received by it within three after noon New York time on the Business Days Day prior to such date. Subject date (provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 12.02 and/or 12.03 (and the respective such payments) shall otherwise be subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor12.02 and Section 12.03). In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of License Subsidiary Guarantor Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount amounts of License Subsidiary Guarantor Senior Debt of such Subsidiary 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 ArticleArticle 12, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteesuch Guarantor's Guaranty. Failure to give such notice shall not affect the subordination of such Guarantor's Guaranty to any Guarantor Senior Indebtedness of such Guarantor. Notwithstanding the provisions of this Article Fifteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesGuaranty of any Guarantor, unless and until the Trustee shall have received written notice thereof at the address specified in Section 11.4 from a Subsidiary Guarantor Guarantor, the Issuer or a holder of Guarantor Senior Debt Indebtedness of such Subsidiary a Guarantor or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6016.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section received, at least three Business Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, the payment of any Guaranty Obligations), the principal of (and premium, if any) or interest on any Security)notice with respect to such money provided for in this Section 15.10, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. "Subject to the provisions of Section 6016.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Guarantor Senior Debt Indebtedness of a Subsidiary any Guarantor (or a trustee thereforor agent on behalf of such holder) to establish that such notice has been given by a holder of such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee thereforor agent on behalf of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt Indebtedness of a Subsidiary any Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Fifteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Fifteen, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such Person pursuant to the terms of this Indenture pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes or any of the Senior Subordinated Guarantees. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Notes or any of the Senior Subordinated Guarantees, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from a Subsidiary Guarantor the Company or a holder of Senior Debt of such Subsidiary or Guarantor Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6016.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 6016.01, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary or Guarantor Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary or Guarantor Senior Debt (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary or Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary or Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt ----------------- written notice to the Trustee of any fact known to such Subsidiary Guarantor liquidation, insolvency, bankruptcy, receivership or other proceeding which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Guaranty of Securities of any series. Notwithstanding the provisions of this Article Thirteen or any other provision of this IndentureIndenture or the Guaranty, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesGuaranty, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder the Representative of Senior Debt the holders of such Subsidiary Guarantor or from any trustee thereforSenior Indebtedness; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6015.1, shall be entitled in all respects to assume that no such facts exist; provided, -------- however, that if the Trustee shall not have received the notice provided for in ------- this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment pursuant to the Guaranty of the principal of (and premium, if any or interest, if any) or interest , on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 6015.1, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person person representing himself to be a holder Representative of holders of Guarantor Senior Debt of a Subsidiary Guarantor (or a trustee therefor) Indebtedness to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor)Representative. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Thirteen, the Trustee may request that such Person to person furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this ArticleArticle Thirteen, and if such evidence is not furnished, the Trustee may defer any such payment to such Person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. Each The Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such the Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes and of any subsequent cure or waiver thereof. Notwithstanding the provisions of this Article 9 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of or the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesNotes, unless and until the Trustee shall have received written notice thereof from a the Subsidiary Guarantor or a holder of Senior Debt of such the Subsidiary Guarantor Senior Indebtedness or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601the Trust Indenture Act, shall be entitled in all respects respect to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601the Trust Indenture Act, the Trustee shall be entitled to rely in good faith on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor Senior Indebtedness (or a trustee or agent therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor Senior Indebtedness (or a trustee or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor Senior Indebtedness, as the case may be, to participate in any payment or distribution pursuant to this ArticleArticle 9, 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 Subsidiary Guarantor Senior Indebtedness, as the case may be, held by such Person, the extent to of which is such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle 9, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each The Company and each Subsidiary Notes Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes and of any subsequent cure or waiver thereof. Notwithstanding the provisions of this Article Fourteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesNotes, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor the Company or a holder of Senior Debt or a holder of such Subsidiary Guarantor Senior Debt or from any trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt or a holder of a Subsidiary Guarantor Senior Debt (or a trustee or agent therefor) to establish that such notice has been given by a holder of Senior Debt or a holder of such Subsidiary Guarantor Senior Debt (or a trustee or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt or a holder of a Subsidiary Guarantor Senior Debt, as the case may be, to participate in any payment or distribution pursuant to this ArticleArticle Fourteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such or Subsidiary Guarantor Senior Debt, as the case may be, held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Fourteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 110 100 SECTION 1410. Reliance on Judicial Order or Certificate of Liquidation Agent. Upon any payment or distribution of assets of the Company or any Subsidiary Notes Guarantor referred to in this Article Fourteen, the Trustee, subject to the provisions of Section 601, and the Holders of the Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in a Proceeding, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt, Subsidiary Guarantor Senior Debt and other indebtedness of the Company and the Subsidiary Notes Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen.

Notice to Trustee. Each Subsidiary The Company and the Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor them which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary the Bonds or the Guarantee. Notwithstanding the provisions of this Article Section 9 or any other provision of this Supplemental Indenture or the Base Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesBonds or the Guarantee, unless and until a responsible officer of the Trustee shall have received written notice thereof from a Subsidiary the Company or the Guarantor or a holder of Company Senior Debt of such Subsidiary Indebtedness or Guarantor Indebtedness or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 9.5 at least three Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest (including any Deferred Interest or Additional Amounts) on or any Securitymake-whole or present value payment on the Bonds), then, anything herein contained to the contrary notwithstanding, the Trustee shall have the full power and authority to receive such money monies and to apply the same to the purpose for which such money was they were received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601602 of the Base Indenture, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Company Senior Debt of a Subsidiary Indebtedness or Guarantor Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Company Senior Debt of such Subsidiary Indebtedness or Guarantor Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Company Senior Debt of a Subsidiary Indebtedness or Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleSection, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Company Senior Debt of such Subsidiary Indebtedness or Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleSection 9.5, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor The Company and the Guarantors shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to Company or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts Guarantors which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, Guarantees pursuant to the provisions of this Article Twelve. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Guarantor Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company or a Subsidiary Guarantor Guarantor, or by a holder of Guarantor Senior Debt of such Subsidiary Guarantor or from any trustee or agent therefor; and, and prior to the receipt of any such written notice, the TrusteeTrustee shall, subject to the provisions of Section 601Article Seven, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section 12.06 at least three two Business Days prior to the date upon which by the terms hereof of this Indenture any money may moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such money any moneys from the Guarantors and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it within three Business Days on or after such prior to such date. Subject Nothing contained in this Section 12.06 shall limit the right of the holders of Guarantor Senior Debt to the provisions of recover payments as contemplated by Section 601, the 12.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Debt of a Subsidiary Guarantor (or a trustee thereforon behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of Guarantor Senior Debt of such Subsidiary Guarantor (or a trustee therefor)or representative on behalf of any such holder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt of such Subsidiary 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 ArticleArticle Twelve, 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.