Common use of Notice by the Guarantors Clause in Contracts

Notice by the Guarantors. Each Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Guarantor that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of Guaranteed Notes pursuant to the provisions of this Article Seventeen. Notwithstanding the provisions of this Article Seventeen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of Guaranteed Notes pursuant to the provisions of this Article Seventeen, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Guarantor or a Holder or Holders of Senior Indebtedness with respect to the Guaranteed Notes or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article Six of this Indenture, 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 17.06 at least 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 Note Guarantee on, any Guaranteed Note), 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 purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. The Trustee, subject to the provisions of Article Six of this Indenture, 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 Indebtedness with respect to the Guaranteed Notes (or a trustee on behalf of such Holder), to establish that such notice has been given by a Holder of such Senior Indebtedness or a trustee on behalf of any such Holder or Holders. 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 such Senior Indebtedness to participate in any payment or distribution pursuant to this Article Seventeen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such 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 Article Seventeen, 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. Upon any payment or distribution of assets of any Guarantor referred to in this Article Seventeen, the Trustee and the Holders of the Guaranteed Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Guaranteed Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Holders of Senior Indebtedness with respect to the Guaranteed Notes and other indebtedness of the 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 Seventeen.

Notice by the Guarantors. Each Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Guarantor that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of Guaranteed Notes pursuant to the provisions of this Article Seventeen. Notwithstanding the provisions of this Article Seventeen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of Guaranteed Notes pursuant to the provisions of this Article Seventeen, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Guarantor or a Holder holder or Holders holders of Senior Indebtedness with respect to the Guaranteed Notes or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article Six Eleven of this Indenture, 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 17.06 at least 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 Note Guarantee on, any Guaranteed Note), 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 purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. The Trustee, subject to the provisions of Article Six Eleven of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a Holder holder of Senior Indebtedness with respect to the Guaranteed Notes (or a trustee on behalf of such Holderholder), to establish that such notice has been given by a Holder holder of such Senior Indebtedness or a trustee on behalf of any such Holder holder or Holdersholders. 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 holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article Seventeen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such 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 Article Seventeen, 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. Upon any payment or distribution of assets of any Guarantor referred to in this Article Seventeen, the Trustee and the Holders holders of the Guaranteed Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Guaranteed Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Holders holders of Senior Indebtedness with respect to the Guaranteed Notes and other indebtedness of the 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 Seventeen.

Notice by the Guarantors. Each Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Guarantor that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees Debt Securities of Guaranteed Notes any series pursuant to the provisions of this Article SeventeenXV. Notwithstanding the provisions of this Article Seventeen XV or any other provision of this IndentureIndenture or any Additional Provisions, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees Debt Securities of Guaranteed Notes any series pursuant to the provisions of this Article SeventeenXV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the such Guarantor or a Holder holder or Holders holders of Guarantor Senior Indebtedness with respect to the Guaranteed Notes Debt Securities of such series or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article Six VII of this Indenture, 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 17.06 15.06 at least 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 Note payment pursuant to the respective Guarantee of the principal of, any premium or interest on, any Guaranteed NoteDebt Security of such series), 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 purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. The Trustee, subject to the provisions of Article Six VII of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a Holder holder of Guarantor Senior Indebtedness with respect to the Guaranteed Notes Debt Securities of any series (or a trustee on behalf of such Holderholder), to establish that such notice has been given by a Holder holder of such Guarantor Senior Indebtedness or a trustee on behalf of any such Holder holder or Holdersholders. 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 holder of such Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article SeventeenXV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Guarantor 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 Article SeventeenXV, 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. Upon any payment or distribution of assets of any a Guarantor referred to in this Article SeventeenXV, the Trustee and the Holders of the Guaranteed Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Guaranteed NotesDebt Securities of any series, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Holders holders of Guarantor Senior Indebtedness with respect to the Guaranteed Notes Debt Securities of such series and other indebtedness of the Guarantorssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article SeventeenXV.

Notice by the Guarantors. Each Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Guarantor that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of Guaranteed Notes pursuant to the provisions of this Article SeventeenEighteen. Notwithstanding the provisions of this Article Seventeen Eighteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Note Guarantees of Guaranteed Notes pursuant to the provisions of this Article SeventeenEighteen, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Guarantor or a Holder or Holders of Guarantor Senior Indebtedness with respect to the Guaranteed Notes or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article Six of this Indenture, 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 17.06 18.06 at least 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 Note Guarantee on, any Guaranteed Note), 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 purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. The Trustee, subject to the provisions of Article Six of this Indenture, 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 Guarantor Senior Indebtedness with respect to the Guaranteed Notes (or a trustee on behalf of such Holder), to establish that such notice has been given by a Holder of such Guarantor Senior Indebtedness or a trustee on behalf of any such Holder or Holders. 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 such Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article SeventeenEighteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Guarantor 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 Article SeventeenEighteen, 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. Upon any payment or distribution of assets of any Guarantor referred to in this Article SeventeenEighteen, the Trustee and the Holders of the Guaranteed Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Guaranteed Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Holders of Guarantor Senior Indebtedness with respect to the Guaranteed Notes and other indebtedness of the 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 SeventeenEighteen.