Common use of Notice to Trustee Clause in Contracts

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two (2) Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two (2) Business Days prior to such date.

Notice to Trustee. (a) The Company Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company Guarantor that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII XIV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Guarantor or a holder of Senior Debt of the Guarantor or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 14.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Company, the Bank Agent or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII XIII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative therefor; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of (and any premium on premium, if any, on) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt of the Company or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, provided that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII Fifteen or any other provision provisions of this Indenture, the Trustee shall not be charged with the knowledge of the existence of any facts that which would prohibit the making of any payment of moneys to or by the Trustee in respect of the SecuritiesTrustee, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a from the holder of, or the representative of any class of, Senior Indebtedness, together with proof satisfactory to the Trustee of such holding of Senior Debt Indebtedness or from any trustee, agent or representative thereforof the authority of such representative; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days three business days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of either the principal of and any premium on cash amount payable at maturity or interest (including any Additional Interest) on any Subordinated Security)) the Trustee shall not have received with respect to such monies the notice provided for in this Section 15.06, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that contrary, which may be received by it within two Business Days on or after such three business days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII XIV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received at its Corporate Trust Office the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment in cash of the principal of and of, premium, if any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Representative or a holder of Senior Debt or from (including, without limitation, a holder of Designated Senior Debt) and, prior to the receipt of any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of Section 6.1, 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 12.8 13.9 at least two Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional InterestLiquidated Damages, if any) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two one Business Days Day prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Representative or a holder of Senior Debt or from (including, without limitation, a holder of Designated Senior Debt) and, prior to the receipt of any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of Section 6.1, 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 12.8 13.9 at least two Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional InterestLiquidated Damages, if any) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two one Business Days Day prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment payments to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, 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 12.8 1109 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.for

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Obligation or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII XIV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received at its Corporate Trust Office the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment in cash of the principal of and of, premium, if any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Representative or a holder of Senior Debt or from (including, without limitation, a holder of Designated Senior Debt) and, prior to the receipt of any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of Section 6.1, 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 12.8 13.9 at least two Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two one Business Days Day prior to such date.

Notice to Trustee. (a) The Company Issuer shall give prompt written notice to a Responsible Officer of the Trustee Trustees of any fact known to the Company that Issuer which would prohibit the making of any payment to or by the Trustee or the Co-Trustee, or both, in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII 8 or any other provision of this Indenture, the Trustee Trustees shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee Trustees in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee Trustees shall have received written notice thereof from the Company Issuer or a holder of Senior Debt Lender or from any trusteetrustee thereof; and, agent or representative thereforprior to the receipt of any such written notice, the Trustees, subject to the provisions of Section 6.01, shall be entitled in all respects to assume that no such facts exist; provided, that if the Trustee shall not have received at its Corporate Trust Office or the Co-Trustee at the address specified in Section 15.03, the notice provided for in this Section 12.8 at least two three (3) Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment in cash of the principal of and any premium on or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee Trustees shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three (3) Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Increased Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII XIII or any other provision provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment of moneys to or by the Trustee in respect of the SecuritiesSecurities or Coupon of any series or the taking of any other action by the Trustee, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office written notice thereof from the Company Issuer, the Guarantor or a from the holder or the representative of any class of Senior Debt Indebtedness or from Subordinated Indebtedness and before the receipt of any trusteesuch written notice, agent or representative thereforthe 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 12.8 at least two three (3) Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of either the principal of and any premium on cash amount payable at maturity or interest (including any Additional Interest) on any SecuritySecurity or Coupon), a Responsible Officer of the Trustee shall not have so received with respect to such monies the notice provided for in this Section 13.6, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two on or after such three (3) Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Company, the Agent or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; providedand, 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 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII Nine or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNote Guarantees, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder Issuer no later than three Business Days prior to such payment; and, prior to the receipt of Senior Debt or from any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of this Section 9.13, and subject to the provisions of Sections 7.01 and 7.02, 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 referred to in this Section 12.8 9.13 at least two three Business Days prior to the date upon which by the terms hereof any monies such payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of and any premium on of, premium, if any, or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two less than three Business Days prior to such date.

Notice to Trustee. (a) The Company Note Issuer shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that Note Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Note Issuer or a holder of Senior Debt Indebtedness or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional InterestSums and Additional Amounts, if any) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to 95 103 apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written ----------------- notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have -------- ------- received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSecurities of any series pursuant to the provisions of this Article. Notwithstanding the provisions of this Article XII or any other provision of this the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the Securitiesprovisions of this Article, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder Company; and, prior to the receipt of Senior Debt or from any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of Section 6.03, 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 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on (or premium, if any) or interest (including any Additional Interest) on any SecuritySecurities of any series), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, provided that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Company, the Agent or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Each of the Guarantor and the Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Guarantor or the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Guarantor or the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative therefor; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of (and any premium on premium, if any, on) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Representative or a holder of Senior Debt or from Indebtedness (including, without limitation, a holder of Designated Senior Debt) and, prior to the receipt of any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of Section 6.1, 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 12.8 13.9 at least two Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional InterestLiquidated Damages, if any) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two one Business Days Day prior to such date.

Notice to Trustee. (a) The Company Each Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company such Guarantor that would prohibit the making of any payment to or by the Trustee in respect of the Securitiesits Note Guarantee. Notwithstanding the provisions of this Article XII 3 or any other provision of this the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNote Guarantee of any Guarantor, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company such Guarantor or a holder of Guarantor Senior Debt or from any trustee, agent or representative therefor; provided, provided that if the Trustee shall not have received the notice provided for in this Section 12.8 3.8 at least two (2) Business Days prior to the date upon which by the terms hereof any monies may become payable under such Note Guarantee for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security)purpose, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two (2) Business Days prior to such date.

Notice to Trustee. (a) The Company Issuer shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that Issuer which would prohibit the making of any payment to or by the Trustee in respect of the Debt Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Debt Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Issuer or a holder of Senior Debt or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Debt Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII XIV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the 115 Company or a holder of Designated Senior Debt Indebtedness or from any trustee, agent or representative trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received at its Corporate Trust Office the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment in cash of the principal of and of, premium, if any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that it which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts fact that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 at least two five Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on (or interest (including any Additional Interestpremium, if any, on) or interest, if any, on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two five Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Company, the Agent or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or 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, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, provided that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two (2) Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two (2) Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Representative or a holder of Senior Debt or from (including, without limitation, a holder of Designated Senior Debt) and, prior to the receipt of any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of Section 6.14, 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 12.8 13.12 at least two Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within a Responsible Offer of the Trustee less than two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Company, the Agent Bank or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of of, and any premium on premium, if any, or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII XIII or any other provision provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment of moneys to or by the Trustee in respect of the SecuritiesSecurities or Coupon of any series or the taking of any other action by the Trustee, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office written notice thereof from the Company Issuer, the Guarantor or a from the holder or the representative of any class of Senior Debt or from Indebtedness and before the receipt of any trusteesuch written notice, agent or representative thereforthe 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 12.8 at least two three (3) Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of either the principal of and any premium on cash amount payable at maturity or interest (including any Additional Interest) on any SecuritySecurity or Coupon), a Responsible Officer of the Trustee shall not have so received with respect to such monies the notice provided for in this Section 13.6, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two on or after such three (3) Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer responsible officer of the Trustee and to any paying agent of any fact known to the Company that which would prohibit the making of any payment of monies to or by the Trustee in respect or any Paying Agent pursuant to the provisions of the Securitiesthis Article. Notwithstanding the provisions of this Article XII or any other provision of this the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment of monies to or by the Trustee in respect of the SecuritiesNotes pursuant to the provisions of this Article, unless and until a Responsible Officer responsible officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company or a holder Representative; and before the receipt of Senior Debt or from any trusteesuch written notice, agent or representative thereforthe Trustee, subject to Section 601 of the Base Indenture, shall be entitled in all respects to assume that no such facts exist; provided, provided that if the Trustee shall on a date not have received the notice provided for in this Section 12.8 at least fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, including the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security)Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article ARTICLE XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; providedPROVIDED, that if the Trustee shall not have received the notice provided for in this Section SECTION 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that it which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts fact that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 15.09 at least two five Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on (or interest (including any Additional Interestpremium, if any, on) or interest, if any, on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two five Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness of the Company or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or Company, a holder of Senior Debt or from any trustee, fiduciary or agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to Sections 315(a) through 315(d) of the Trust Indenture Act, shall be entitled in all respects to assume that no such facts exist; provided, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of of, and any premium on premium, if any, or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Notes pursuant to the provisions of this Article XII Ten, although any delay or failure to give any other provision such notice shall have no effect on the subordination provisions contained herein. If the Trustee shall not have received any such notice at least two Business Days prior to its making or receipt of such a payment in respect of the Notes, it may make or receive such payment without further inquiry. Regardless of anything to the contrary contained in this Article Ten 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 the New Credit Facility or of any other facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof in writing from the Company Company, or from the Lender or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days and, prior to the date upon which by the terms hereof receipt of any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstandingsuch written notice, the Trustee shall have full power and authority be entitled to receive such monies and to apply assume (in the same absence of actual knowledge to the purpose for which they were received and contrary) that no such facts exist. The Trustee shall not be affected by entitled to rely on the delivery to it of any notice pursuant to the contrary this Section 10.07 to establish that may be received such notice has been given by it within two Business Days prior to such datea Lender (or a representative therefor).

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that it which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII 16 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts fact that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 16.9 at least two five Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on (or interest (including any Additional Interestpremium, if any, on) or interest, if any, on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two five Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative 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 12.8 at least two four Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on premium, if any, or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.any

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Representative or a holder of Senior Debt or from (including, without limitation, a holder of Designated Senior Debt) and, prior to the receipt of any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of Section 6.1, 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 12.8 13.9 at least two Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on of, premium, if any, or interest (including any Additional Interest) Liquidated Damages, if any, on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two one Business Days Day prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Company Senior Debt or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give ----------------- prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII Eleven or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; providedand, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 11.09, shall be entitled in all respects to assume that no such facts exist; provided that if the Trustee shall not have received the notice provided for in this Section 12.8 11.09 at least two Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of and any premium on of, premium, if any, or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.,

Notice to Trustee. (a) The Company or any Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the SecuritiesGuarantees. Notwithstanding the provisions of this Article XII X or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesGuarantees, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder no later than one Business Day prior to such payment; and, prior to the receipt of Senior Debt or from any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of this Section 10.7, and subject to the provisions of Sections 7.1 and 7.2 hereof, 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 referred to in this Section 12.8 10.7 at least two one Business Days Day prior to the date upon which by the terms hereof any monies such payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of and any premium on of, premium, if any, or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two less than one Business Days Day prior to such date.

Notice to Trustee. (a) The Company Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company Guarantor that would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII or any other provision of this First Supplemental Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Guarantor or a holder of Senior Debt Indebtedness or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 12.07 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness of the Company or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII XIV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received -------- ------- at its Corporate Trust Office the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment in cash of the principal of and of, premium, if any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any 135 notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.. 117 108

Notice to Trustee. (a) The a)The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that it which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder and an authorized representative for the holders of Senior Debt Indebtedness or from any trustee, fiduciary or 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, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 or Section 1203 hereof at least two one Business Days Day prior to the date upon on which by the terms hereof of this Indenture any monies money may become payable for any purpose (including, including the payment of the principal of (and any premium premium, if any) or interest on or interest (including any Additional Interest) on amounts payable in connection with any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected with respect to such action taken by any notice to the contrary that which may be received by it within two Business Days prior to on or after such date.

Notice to Trustee. (a) The Company Issuer shall give prompt written notice to a Responsible Officer of the Trustee and the Agent Bank of any fact known to the Company that Issuer which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSecurities pursuant to the provisions of this Article. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would 104 prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSecurities pursuant to the provisions of this Article, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Issuer, the appropriate Agent Bank or a holder of Senior and Senior Subordinated Debt of the Issuer or from any trusteetrustee therefor, agent or representative thereforand, prior to the receipt of any such written notice, the Trustee, subject to the provisions of TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any, on) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with actual knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness of the Company or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company Corporation shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company Corporation that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Corporation or a holder of Senior Debt Indebtedness or from any trustee, agent or representative therefor; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.full

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Representative or a holder of Senior Debt or from (including, without limitation, a holder of Designated Senior Debt) and, prior to the receipt of any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of Section 6.1, 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 12.8 13.9 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on or interest (including any Additional InterestMake-Whole Payment), 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 monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be 77 affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, 77 agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee located at the Corporate Trust Office of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee shall have received at its Corporate Trust Office written notice thereof from the Company or a holder of Senior Debt or from any trusteetrustee therefor, agent or representative thereforand, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.01 of the Base 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 12.8 10.17 at least two Business Days prior to the date upon which by the terms hereof any monies may become money becomes payable for any purpose (including, including the payment of the principal of of, and any premium on premium, if any, or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within during or after such two Business Days prior to such dateDay period.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Any such notice shall be sent to 000 Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000 Attn: Global Corporate Trust – Vestin Realty Mortgage II, Inc. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company Guarantor that would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesGuarantee pursuant to this Article. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesGuarantee pursuant to this Article, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Guarantor or a holder of Guarantor Senior Debt or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment pursuant to the Guarantee of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.01, 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 12.8 12.09 at least two Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company or any Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the SecuritiesGuarantees. Notwithstanding the provisions of this Article XII Ten or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesGuarantees, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder no later than one Business Day prior to such payment; and, prior to the receipt of Senior Debt or from any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, 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 referred to in this Section 12.8 10.05 at least two one Business Days Day prior to the date upon which by the terms hereof any monies such payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of and any premium on of, premium, if any, or interest (including any Additional Interest) on any SecuritySenior Subordinated Note), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two less than one Business Days Day prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; providedprovided that, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article ARTICLE XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section SECTION 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company or any Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the SecuritiesNote Guarantees. Notwithstanding the provisions of this Article XII Ten or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNote Guarantees, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder no later than one Business Day prior to such payment; and, prior to the receipt of Senior Debt or from any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of this Section 10.07, and subject to the provisions of Sections 7.01 and 7.02 hereof, 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 referred to in this Section 12.8 10.07 at least two one Business Days Day prior to the date upon which by the terms hereof any monies such payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of and any premium on of, premium, if any, or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two less than one Business Days Day prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDebentures. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDebentures, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Designated Senior Debt Indebtedness or from any trustee, agent or representative trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall -------- ------- not have received at its Corporate Trust Office the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment in cash of the principal of and of, premium, if any premium on or interest (including any Additional Interest) on any Trust Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt ------------------ written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall -------- ------- not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.. 105

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); providedPROVIDED, HOWEVER, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, including the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII Sixteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSecurities or would permit the Company to resume making such payments, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, fiduciary or agent or representative therefortherefor in accordance with Section 105; and, prior to the receipt of any such written notice, the Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Notes pursuant to the provisions of this Article XII or any other provision of this Indenture, the Ten. 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 Trustee in respect of the Securities, unless and until a Responsible Officer of 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 Company, or by a holder of Senior Debt Indebtedness or from trustee or agent thereof; and prior to the receipt of any trusteesuch written notice, agent or representative thereforthe Trustee shall, subject to Article Seven, be entitled to assume that no such facts exist; providedprovided that, that if the Trustee shall not have received the notice provided for in this Section 12.8 10.06 at least two one Business Days Day prior to the date upon which which, by the terms hereof of this Indenture, any monies may shall become payable for any purpose (including, without limitation, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.the

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company that which would prohibit the making of any payment of monies to or by the Trustee in respect or any Paying Agent pursuant to the provisions of the Securitiesthis Article. Notwithstanding the provisions of this Article XII or any other provision of this the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment of monies to or by the Trustee in respect of the SecuritiesNotes pursuant to the provisions of this Article, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company or a holder Representative; and before the receipt of Senior Debt or from any trusteesuch written notice, agent or representative thereforthe Trustee, subject to Section 601 of the Base Indenture, shall be entitled in all respects to assume that no such facts exist; provided, provided that if the Trustee shall on a date not have received the notice provided for in this Section 12.8 at least fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, including the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security)Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received received, and shall not be affected by any notice to the contrary that which may be received by it within two Business Days on or after such prior to such date.

Notice to Trustee. (ai) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, provided that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of ----------- this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the ------------- terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a1) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Company, the agent bank or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to Sections 315(a) through 315(d) of the Trust Indenture Act, shall be entitled in all respects to assume that no such facts exist; provided, that however, that, if the Trustee shall not have received the -------- ------- notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of of, and any premium on premium, if any, or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt promptly written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment of monies to or by the Trustee in respect of the SecuritiesSecurities pursuant to the provisions of this Article XII. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment of monies to or by the Trustee in respect of the SecuritiesSecurities pursuant to the provisions of this Article XII, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder or holders of Senior Debt Indebtedness or from any trustee, agent or representative trustee therefor; providedand before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.01, shall be entitled in all respects to assume that no such facts exist; provided that if the Trustee shall on a date not have received the notice provided for in this Section 12.8 at least two fewer than three Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on (or premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, ) the Trustee shall not have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior received, with respect to such date.monies, the notice provided for in this

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Company, the Agent or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.05 hereof, shall be entitled in all respects to assume that no such facts exist; provided, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Company, the Agent or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects to assume that no such facts exist; provided, that however, that, if the Trustee shall not have received the notice provided for in this Section 12.8 10.09 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Representative or a holder of Senior Debt or from (including, without limitation, a holder of Designated Senior Debt) and, prior to the receipt of any trusteesuch written notice, agent or representative thereforthe Trustee, subject to the provisions of Section 6.1, 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 12.8 13.9 at least two Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional InterestLiquidated Damages, if any) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within less than two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent trustee therefor or representative thereforthereof; and, prior to the receipt of any such written notice, the 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 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of of, the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.full

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of (and any premium on premium, if any, on) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt of the Company or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium premium, if any, on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company Guarantor that would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDebentures. Notwithstanding the provisions of this Article XII XVII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDebentures, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Guarantor or a holder of Senior Debt Indebtedness of the Guarantor or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 17.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any SecurityDebenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or the representative therefor at the address specified in Section 12.02 hereof; and, prior to the receipt of any such written notice, the Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; PROVIDED, HOWEVER, that, if a holder 100 109 Responsible Officer of Senior Debt or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on and Liquidated Damages, if any) or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two three Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative therefortherefor (whether or not the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and any premium on premium, if any) or interest (including any Additional InterestSums and Additional Amounts, if any) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company Company, the Collateral Agent or a holder of Senior Debt Indebtedness or from any trustee, fiduciary or agent or representative therefor; and, prior to the receipt of any such written notice, the 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 12.8 at least two three Business Days prior to the date upon which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was 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.not

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two (2) Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this this. Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor; , provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XII XI or any other provision of this First Supplemental Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative therefor; provided, that if the Trustee shall not have received the notice provided for in this Section 12.8 11.08 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Notice to Trustee. (a) The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company that which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the SecuritiesSecurities pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article XII 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that which would prohibit the making of any payment of monies to or by the Trustee in respect of the SecuritiesSecurities pursuant to the provisions of this Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of Senior Debt Indebtedness or from any trusteetrustee thereof; and before the receipt of any such written notice, agent or representative thereforthe Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided, provided that if the Trustee shall on a date not have received the notice provided for in this Section 12.8 at least fewer than two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.upon

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt Indebtedness or from any trustee, agent or representative Representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.01, 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 12.8 12.10 at least two Business Days prior to the date upon on which by the terms hereof any monies money may become payable for any purpose (including, without limitation, the payment of the principal of and any premium of, premium, if any, or interest on or interest (including any Additional Interest) on Amounts with respect to any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies money and to apply the same to the purpose for which they were such money was received and shall not be affected by any notice to the contrary that which may be received by it within two Business Days prior to such date.