Common use of Notice to Trustee Clause in Contracts

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

Notice to Trustee. Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Securities. Notwithstanding the provisions of this Article XIII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesSecurities, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor the Company or a holder of Senior and Subordinated Debt of such Subsidiary Guarantor or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 13.10 at least three two Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest (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 money monies and to apply the same to the purpose for which such money was they were received and shall not be affected by any notice to the contrary which may be received by it within three two Business Days prior to such date. Subject to the provisions of Section 6016.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior and Subordinated Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior and Subordinated Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior and Subordinated Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior and Subordinated Debt of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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

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

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

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

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

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

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

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

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

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

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

Notice to Trustee. Each Subsidiary Guarantor (a) Multicare shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor Multicare which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes. Notwithstanding the provisions of this Article or any other provision of this the Indenture, the Trustee or any Paying Agent shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or any Paying Agent in respect of the Subsidiary GuaranteesNotes, unless and until the Trustee shall have received written notice thereof from Multicare, a Subsidiary Guarantor holder of Senior Indebtedness or a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from a Guarantor Senior Representative or any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and of, premium, if any) , or interest on any SecurityNote), then, anything herein contained to the contrary notwithstandingnotwithstanding but without limiting the rights and remedies of the holders of Guarantor Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject ; nor shall the Trustee be charged with knowledge of the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers' Certificate to the provisions of Section 601, the such effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and Multicare by a Person representing himself to be a Guarantor Senior Representative or a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee trustee, fiduciary or agent therefor) to establish that such notice has been given by a Guarantor Senior Representative or a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee therefortrustee, fiduciary or agent thereof and the Trustee shall have no duty to investigate the authenticity thereof or the authority of the person signing and shall have no liability for relying thereon); provided, however, that failure to give such notice to Multicare shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentpayment or the Trustee or the Paying Agent may deposit the funds in question with a court of competent jurisdiction.

Notice to Trustee. (a) Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guaranteesany Guarantee, unless and until a Trust Officer of the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder the relevant Guarantor, the representative of the holders of Senior Debt of such Subsidiary Guarantor or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section 11.11 at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any SecurityNote), then, then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. . (b) Subject to the provisions of Section 601TIA Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary a Guarantor (or a trustee trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle 11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary the relevant Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle 11 and, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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

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

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

Notice to Trustee. (a) Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article Twelve or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guaranteesany Guarantee, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from a Subsidiary the relevant Guarantor, the representative of the holders of Guarantor or a holder of Senior Debt Obligations of such Subsidiary Guarantor or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, Trustee shall be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section 12.11 at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any SecurityNote), then, then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the . (b) The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Guarantor Senior Debt Obligations of a Subsidiary Guarantor (or a trustee trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Guarantor Senior Debt Obligations of such Subsidiary a Guarantor (or a trustee trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt Obligations of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt Obligations of such Subsidiary the relevant Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Twelve and, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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

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

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

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

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

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

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

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

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

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

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

Notice to Trustee. Each Subsidiary The New Devon Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Subsidiary the New Devon Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Guarantor Obligations pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesGuarantor Obligations pursuant to the provisions of this Article, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from a Subsidiary the New Devon Guarantor or a holder or holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6016.2, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall have not have received the notice provided for in this Section at least three two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of under the principal of (and premium, if any) or interest on any SecurityGuarantor Obligations), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose purposes for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it within three two Business Days prior to such date. Subject to the provisions of Section 6016.2, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. (a) Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article Fourteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the any Subsidiary GuaranteesGuarantee, unless and until a Trust Officer of the Trustee shall have received written notice thereof from a the relevant Subsidiary Guarantor or a holder Guarantor, the representative of the holders of Senior Debt of such Subsidiary Guarantor or from any trustee Trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; , provided, howeverthat, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any SecurityNote), then, then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. . (b) Subject to the provisions of Section 601TIA Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee Trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Senior Debt of such a Subsidiary Guarantor (or a trustee Trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Fourteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such the relevant Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Fourteen and, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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

Notice to Trustee. Each Subsidiary Guarantor (a) The Issuer and the Domestic Guarantors shall give prompt written notice to the Trustee of any fact known to the Issuer or such Subsidiary Domestic Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary a Guarantee. Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guaranteesa Domestic Guarantee, unless and until the Trustee shall have received written notice thereof from the Issuer, a Subsidiary Domestic Guarantor or a holder of Domestic Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 60110.14, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose . (including, without limitation, the payment of the principal of (and premium, if anyb) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 6017.1 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee, the Issuer and a Domestic Guarantor by a Person representing himself itself to be a holder of Domestic Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness (or a trustee trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder of Domestic Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness (or a trustee trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Issuer or -------- ------- a Domestic Guarantor shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Domestic Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Domestic Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle 10, and if such evidence is not furnished, the Trustee may defer any payment to such Person 118 pending judicial determination as to the right of such Person to receive such payment.

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

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

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Guarantees. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary Guarantees, unless and until the Trustee shall have received written notice thereof from a Subsidiary the Guarantor or a holder 103 113 of Senior Debt of such Subsidiary the Guarantor or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three two Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Debt of a Subsidiary the Guarantor (or a trustee trustee, agent or representative therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary the Guarantor (or a trustee trustee, agent or representative therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary the Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary the Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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

Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. If the Company wants to redeem Securities of any series in whole or in part pursuant to the terms of the Securities of that series, the Company shall notify the Trustee of the Redemption Date therefore and the principal amount and other terms and provisions of the Securities to be redeemed. Each Subsidiary Guarantor such notice shall give prompt written notice be accompanied by an Officers' Certificate of the Company stating that any conditions to such redemption as provided in such Security and in this Article have been complied with. If the Company elects to redeem less than all of the Securities of a series with the same terms and provisions, the Company shall notify the Trustee of such Redemption Date and of the principal amount of such Securities to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant to Section 3.03. If Securities of any fact known series by their terms are redeemable pursuant to such Subsidiary Guarantor which would prohibit the making operation of any payment a sinking fund or pursuant to or by another mandatory redemption provision of the Securities, the Company shall notify the Trustee in respect by an Officers' Certificate of its Subsidiary Guaranteethe amount of the next sinking fund payment or amount required to satisfy such mandatory redemption payment and the portion of such payment which is to be satisfied by delivering and crediting Securities of the same series pursuant to Section 3.06. Notwithstanding If the provisions Company wants to reduce, pursuant to the terms of this Article or any other provision of this Indenturesuch Securities, the principal amount of Securities to be redeemed, it shall notify the Trustee shall not be charged with knowledge by Officers' Certificate of the existence amount of the reduction and the basis for it. If the Company wants to credit against any facts which would prohibit such redemption Securities of the making of any payment same series it has not previously delivered to or by the Trustee in respect of for cancellation, it shall deliver the Subsidiary Guarantees, unless Securities with such Officers' Certificate. The Company shall give each notice and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice an Officers' Certificate provided for in this Section at least three Business Days prior 60 days before the applicable Redemption Date (unless shorter notice is satisfactory to the date upon which Trustee or a shorter or longer notice is required by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any applicable Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary Guarantor If the Company elects to redeem Securities pursuant to the optional redemption provisions, if any, set forth in such Securities, it shall give prompt written notice furnish to the Trustee an Officers' Certificate setting forth the Redemption Date, the principal amount of Securities to be redeemed and the Redemption Price. If Securities of any fact known Series by their terms are redeemable pursuant to such Subsidiary Guarantor which would prohibit the making operation of any payment a sinking fund or pursuant to or by another mandatory redemption provision of the Securities, the Company shall notify the Trustee in respect by an Officers' Certificate of its Subsidiary Guarantee. Notwithstanding the provisions amount of this Article the next sinking fund payment or any other provision amount required to satisfy such mandatory redemption payment and the portion of this Indenturesuch payment which is to be satisfied by delivering and crediting Securities of the same Series pursuant to Section 3.5 If the Company elects to reduce pursuant to the terms of such Securities the principal amount of Securities to be redeemed, it shall notify the Trustee shall not be charged with knowledge by Officers' Certificate of the existence amount of the reduction and the basis for it. If the Company elects to credit against any facts which would prohibit such redemption Securities of the making of any payment same Series it has not previously delivered to or by the Trustee in respect of for cancellation, it shall deliver the Subsidiary Guarantees, unless and until Securities with such Officers' Certificate. The Company shall provide to the Trustee shall have received written each notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice Officers' Certificate provided for in this Section at least three Business Days prior 45 days (unless a shorter period shall be satisfactory to the date Trustee) but not more than 60 days before the applicable Redemption Date. If the Registrar is not the Trustee, the Company shall, concurrently with each notice of redemption or repurchase, cause the Registrar to deliver to the Trustee a certificate (upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to rely) setting forth the reasonable satisfaction principal amounts of the Trustee as to the amount of Senior Debt of such Subsidiary Guarantor Securities held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymenteach Holder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Notice to Trustee. Each Subsidiary Guarantor The election of the Company to redeem any Securities shall give prompt written be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least five Business Days prior to giving notice of such redemption (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of any fact known such Redemption Date, of the principal amount of Securities of such series to such Subsidiary Guarantor which would prohibit be redeemed and, if applicable, of the making tenor of the Securities to be redeemed. In the case of any payment redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. SECTION 1103Selection by Trustee of Securities to be Redeemed. If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected by the Trustee, from the Outstanding Securities of such series not previously called for redemption, (i) in compliance with the requirements of the principal national securities exchange on which such Securities are listed, if such Securities are listed on any national securities exchange, and (ii) if such Securities are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in respect an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of its Subsidiary Guaranteesuch series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. Notwithstanding The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. The provisions of this Article the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any other provision such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. If any Security selected for partial redemption is surrendered for conversion after such selection, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Upon any redemption of less than all the Securities of a series, for purposes of selection for redemption the Company and the Trustee shall may treat as Outstanding Securities surrendered for conversion during the period of 15 days next preceding the mailing of a notice of redemption, and need not be charged with knowledge of treat as Outstanding any Security authenticated and delivered during such period in exchange for the existence unconverted portion of any facts which would prohibit the making Security converted in part during such period. SECTION 1104Notice of any payment to or Redemption. Notice of redemption shall be given by the Trustee in respect of the Subsidiary Guaranteesfirst-class mail, unless and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; andpostage prepaid, mailed not less than 30 nor more than 60 days prior to the receipt Redemption Date, to each Holder of any such written noticeSecurities to be redeemed, at his address appearing in the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts existSecurity Register; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days of redemption may be given more than 60 days prior to the date upon which by Redemption Date if the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (notice is issued in connection with a satisfaction and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution discharge pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction Article Four. All notices of the Trustee as to the amount of Senior Debt of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.redemption shall state:

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

Notice to Trustee. Each Subsidiary (a) The Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Subsidiary the Guarantor which that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Debentures. Notwithstanding the provisions of this Article XVII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesDebentures, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from a Subsidiary the Guarantor or a holder of Senior Debt Indebtedness of such Subsidiary the Guarantor or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 17.8 at least three two Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) any premium on or interest (including any Additional Interest) on any SecurityDebenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money monies and to apply the same to the purpose for which such money was they were received and shall not be affected by any notice to the contrary which that may be received by it within three two Business Days prior to such date. Subject to the provisions of Section 601, the . (b) The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Debt Indebtedness of a Subsidiary the Guarantor (or a trustee trustee, agent, representative or attorney-in-fact therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness of such Subsidiary the Guarantor (or a trustee trustee, agent, representative or attorney-in-fact therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness of a Subsidiary the Guarantor to participate in any payment or distribution pursuant to this ArticleArticle XVII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt Indebtedness of such Subsidiary the Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle XVII, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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

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

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

Notice to Trustee. (a) Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Notwithstanding the provisions of this Article Fourteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the any Subsidiary GuaranteesGuarantee, unless and until a Trust Officer of the Trustee shall have received written notice thereof from a the relevant Subsidiary Guarantor or a holder Guarantor, the representative of the Holders of Senior Debt of such Subsidiary Guarantor or from any trustee Trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; , provided, howeverthat, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any SecurityNote), then, then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. . (b) Subject to the provisions of Section 601TIA Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder Holder of Senior Debt of a Subsidiary Guarantor (or a trustee Trustee, fiduciary or agent therefor) to establish that such notice has been given by a holder Holder of Senior Debt of such a Subsidiary Guarantor (or a trustee Trustee, fiduciary or agent therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder Holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Fourteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such the relevant Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Fourteen and, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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

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

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

Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. If the Company wants to redeem Securities of any series in whole or in part pursuant to the terms of the Securities of that series, the Company shall notify the Trustee of the Redemption Date therefor and the principal amount and other terms and provisions of the Securities to be redeemed. Each Subsidiary Guarantor such notice shall give prompt written notice be accompanied by an Officers' Certificate of the Company stating that any conditions to such redemption as provided in such Security and in this Article have been complied with. If the Company elects to redeem less than all of the Securities of a series with the same terms and provisions, the Company shall notify the Trustee of such Redemption Date and of the principal amount of such Securities to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant to Section 3.03. If Securities of any fact known series by their terms are redeemable pursuant to such Subsidiary Guarantor which would prohibit the making operation of any payment a sinking fund or pursuant to or by another mandatory redemption provision of the Securities, the Company shall notify the Trustee in respect by an Officers' Certificate of its Subsidiary Guaranteethe amount of the next sinking fund payment or amount required to satisfy such mandatory redemption payment and the portion of such payment which is to be satisfied by delivering and crediting Securities of the same series pursuant to Section 3.06. Notwithstanding If the provisions Company wants to reduce, pursuant to the terms of this Article or any other provision of this Indenturesuch Securities, the principal amount of Securities to be redeemed, it shall notify the Trustee shall not be charged with knowledge by Officers' Certificate of the existence amount of the reduction and the basis for it. If the Company wants to credit against any facts which would prohibit such redemption Securities of the making of any payment same series it has not previously delivered to or by the Trustee in respect of for cancellation, it shall deliver the Subsidiary Guarantees, unless Securities with such Officers' Certificate. The Company shall give each notice and until the Trustee shall have received written notice thereof from a Subsidiary Guarantor or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice an Officers' Certificate provided for in this Section at least three Business Days prior 60 days before the applicable Redemption Date (unless shorter notice is satisfactory to the date upon which Trustee or a shorter or longer notice is required by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any applicable Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date. Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt of a Subsidiary Guarantor (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt of such Subsidiary Guarantor (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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

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

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

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

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

Notice to Trustee. Each Subsidiary The Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Subsidiary the Guarantor which would prohibit the making of any payment of monies to or by the Trustee in respect of its Subsidiary Guaranteethe Debentures pursuant to the provisions of this Article 2. Notwithstanding the provisions of this Article 2 or any other provision of this Supplemental Indenture or the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Subsidiary GuaranteesDebentures pursuant to the provisions of this Article 2, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from a Subsidiary the Guarantor or a holder or holders of the Senior Debt Indebtedness of such Subsidiary the Guarantor or from any trustee therefor; and, prior to and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 60111.1 of the Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall on a date not have received the notice provided for in this Section at least fewer than three Business Days prior to the date upon which by the terms hereof any money such monies may become payable for any purpose (including, without limitation, the payment of the principal Principal of (and or premium, if any) or interest on any Security)the Debentures) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 2.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money monies and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it within three Business Days on or after such prior date. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent any payment by the Guarantor or the Trustee to the holders of the Debentures of monies in connection with a redemption of the Debentures if (i) notice of such redemption has been given pursuant to Article V of the Indenture prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date. Subject to the provisions of Section 601, the The Trustee shall be entitled to rely conclusively on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt Indebtedness of a Subsidiary the Guarantor (or a trustee thereforon behalf of such holder) to establish that such notice has been given by a holder of Senior Debt Indebtedness of such Subsidiary the Guarantor (or a trustee therefor)on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness of a Subsidiary the Guarantor to participate in any payment or distribution pursuant to this ArticleArticle 2, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt Indebtedness of such Subsidiary the Guarantor held by such Person, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle 2, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. Each Subsidiary (a) The Guarantor shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Subsidiary the Guarantor which that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes. 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 which that would prohibit the making of any payment to or by the Trustee in respect of the Subsidiary GuaranteesNotes, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from a Subsidiary the Guarantor or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee trustee, agent or representative therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 12.07 at least three two Business Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) any premium on or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money monies and to apply the same to the purpose for which such money was they were received and shall not be affected by any notice to the contrary which that may be received by it within three two Business Days prior to such date. Subject to the provisions of Section 601, the . (b) The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Debt Indebtedness of a Subsidiary the Guarantor (or a trustee trustee, agent, representative or attorney-in-fact therefor) to establish that such notice has been given by a holder of Senior Debt Indebtedness of such Subsidiary the Guarantor (or a trustee trustee, agent, representative or attorney-in-fact therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt Indebtedness of a Subsidiary the Guarantor to participate in any payment or distribution pursuant to this ArticleArticle XII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt Indebtedness of such Subsidiary the Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle XII, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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

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

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

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

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

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

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