Common use of Notice to Trustee Clause in Contracts

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 Eleven 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 any Subsidiary Guarantee, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of such Subsidiary Guarantor or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided 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 Note), then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the 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.

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any 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 Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than three Business Days prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three Business Days prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than three Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee at the Corporate Trust Office of the Trustee in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 13.7, and subject to the provisions of Sections 6.1 and 6.2 hereof, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 13.7 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 NoteExisting Security), 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 less than one Business Days Day prior to such date.” Article V

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee at the Corporate Trust Office of the Trustee in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 14.7, and subject to the provisions of Sections 7.1 and 7.2 hereof, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 14.7 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 NoteExisting Security), 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 less than one Business Days Day prior to such date.” Article V

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any 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 Note Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.

Notice to Trustee. (a) Each Subsidiary An Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuers no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven Nine 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than three Business Days prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 9.13, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 9.13 at least three Business Days prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than three Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee at the Corporate Trust Office of the Trustee in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 14.7, and subject to the provisions of Sections 7.1 and 7.2 hereof, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 14.7 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 NoteExisting Security), 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 less than one Business Days Day prior to such date.” Article VI

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Issuer or any 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 Note Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.

Notice to Trustee. (a) Each Subsidiary An Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuers no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than three Business Days prior to such date.

Notice to Trustee. (a) 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 Eleven or any other provision of this the Subordinated 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Company or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts facts, subject to Sections 3.15(a) through 3.15(d) of the Trust Indenture Act of 1939, exist; provided provided, however, that, if a Trust Officer of the Trustee shall not have received the notice as provided for in this Section 10 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, on) or interest on any NoteSecurity), 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.

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 Eleven 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 any Subsidiary Guarantee, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Guarantor Senior Debt Obligations of such Subsidiary Guarantor or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided that, if a Trust 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 Note), then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the 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.

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee at the Corporate Trust Office of the Trustee in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 14.7, and subject to the provisions of Sections 7.1 and 7.2 hereof, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 14.7 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 NoteExisting Security), 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 less than one Business Days Day prior to such date.”

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 Guaranteethe Securities. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders a Guarantor or a holder of Senior Debt Indebtedness of such Subsidiary a Guarantor or from any trustee, fiduciary agent or agent thereforrepresentative therefor (whether or not the facts contained in such notice are true); andprovided, prior to the receipt of any such written noticehowever, the Trustee shall be entitled in all respects to assume that no such facts exist; provided that, if a Trust Officer of 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 (including Additional Sums and Additional Amounts, if any) on any NoteSecurity), 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 by any notice to the contrary which may be received by it within three two Business Days prior to such date.. 124 EXECUTION 134

Notice to Trustee. (a) 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 any Subsidiary Guarantee. Notwithstanding the provisions of this Article Eleven or any other provision of this IndentureIndenture or any Subsidiary Guarantee, 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 any Subsidiary Guarantee, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative Guarantor or a holder of Senior Indebtedness of the holders of Senior Debt of such Subsidiary Guarantor or from any trustee, fiduciary agent or agent thereforrepresentative therefor (whether or not the facts contained in such notice are true); andprovided, prior to the receipt of any such written noticehowever, the Trustee shall be entitled in all respects to assume that no such facts exist; provided 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 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 NoteSecurity), 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 by any notice to the contrary which may be received by it within three Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any 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 Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.07, and subject to the provisions of Sections 7.01 and 7.02 hereof, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.07 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.. ARTICLE ELEVEN

Notice to Trustee. (a) 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 Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Company, any Guarantor, the representative of the holders Agent or a holder of Senior Debt of such Subsidiary Indebtedness or Guarantor Senior Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided provided, however, 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, on) or interest on any NoteSecurity), 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.

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Guarantees, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than three Business Days prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three Business Days prior to the date upon which by the terms hereof any money such payment 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 NoteSecurity), 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 less than three Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Guarantees, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than three Business Days prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three Business Days prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than three Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which the Company 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 Eleven 10 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Company or a Senior Debt of such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforIndebtedness Representative; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section 10.09 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 principal, premium (and premium, if any) ), Equity Offering Redemption Price, Redemption Price, Change of Control Purchase Price, Net Proceeds Offer Price or interest on any Note(if any), then and any other payment required to be made hereunder in connection with 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.

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 Guaranteethe Securities. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary any Guarantor, the representative Company, the Agent or a holder of the holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or Senior Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided provided, however, 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 by any Guarantor for any purpose (including, without limitation, the payment of the principal of (and premium, if any, on) or interest on any NoteSecurity), 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.

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Issuer or any 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 Note Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Notes, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorCompany, the representative of the holders a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to Sections 315(a) through 315(d) of the Trust Indenture Act, shall be entitled in all respects to assume that no such facts exist; provided provided, however, 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 (of, and premium, if any) , or interest on any Note), 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.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Notes, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorCompany, the representative of the holders Bank Agent or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided PROVIDED, HOWEVER, 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 Note), 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.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Notes, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorCompany, agent bank under the representative of the holders Senior Credit Facility or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided provided, however, 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 Note), 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.

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 Guaranteethe Securities. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders a Guarantor or a holder of Senior Debt Indebtedness of such Subsidiary a Guarantor or from any trustee, fiduciary agent or agent thereforrepresentative therefor (whether or not the facts contained in such notice are true); andprovided, prior to the receipt of any such written noticehowever, the Trustee shall be entitled in all respects to assume that no such facts exist; provided that, if a Trust Officer of 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 (including Additional Sums and Additional Amounts, if any) on any NoteSecurity), 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 by any notice to the contrary which may be received by it within three two Business Days prior to such date.

Notice to Trustee. (a) 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 the Securities pursuant to any Subsidiary Guarantee. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorCompany, the representative administrative agent under the Senior Credit Facility or a holder of the holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent thereforRepresentative thereof; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to Trust Indenture Act Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided provided, however, 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 NoteSecurity), 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.

Notice to Trustee. (a) 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 any Subsidiary Guarantee. Notwithstanding the provisions of this Article Eleven or any other provision of this IndentureIndenture or any Subsidiary Guarantee, the Trustee shall not be charged with actual knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Subsidiary Guarantee, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative Guarantor or a holder of Senior Indebtedness of the holders of Senior Debt of such Subsidiary Guarantor or from any trustee, fiduciary agent or agent thereforrepresentative therefor (whether or not the facts contained in such notice are true); andprovided, prior to the receipt of any such written noticehowever, the Trustee shall be entitled in all respects to assume that no such facts exist; provided 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 monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any NoteSecurity), 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 by any notice to the contrary which may be received by it within three Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Issuer or any such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee at the Corporate Trust Office of the Trustee in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven Thirteen 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 13.7, and subject to the provisions of Sections 6.1 and 6.2 hereof, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 13.7 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Senior Note), 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 less than one Business Days Day prior to such date.”

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven Nine 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than three Business Days prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 9.13, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 9.13 at least three five Business Days prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than three Business Days prior to such date.

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 Eleven 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 any Subsidiary Guarantee, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of such Subsidiary Guarantor or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided that, 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 Note), then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the 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.

Notice to Trustee. (a) Each Subsidiary Guarantor Unibanco shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor Unibanco 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 Eleven Section 3.3, 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 any Subsidiary Guaranteethe Notes, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from Unibanco or the relevant Subsidiary Guarantor, the liquidator or other representative of the holders of Senior Debt of such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforUnibanco; and, prior to the receipt of any such written notice, the Trustee, subject to the duties and responsibilities of the Trustee hereunder and under the Trust indenture Act, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section 3.3 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 Note), security) then notwithstanding anything herein contained to the contrary notwithstandingherein, 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.

Notice to Trustee. (a) Each Subsidiary Either Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuers no later than two Business Days prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.07, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.07 at least three two Business Days prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.. ARTICLE ELEVEN

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any 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 Note Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.. ARTICLE ELEVEN

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Guarantees, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than three (3) Business Days prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three (3) Business Days prior to the date upon which by the terms hereof any money such payment 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 NoteSecurity), 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 less than three (3) Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any 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 Note Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.06, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.06 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.. 97 ARTICLE ELEVEN

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 Eleven 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 any Subsidiary Guarantee, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of such Subsidiary Guarantor or from any trusteeTrustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided , provided, 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 Note), then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the 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.

Notice to Trustee. (a) Each 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 Eleven 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 any Subsidiary Guarantee, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of such Subsidiary Guarantor or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided 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 Note), then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the 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.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt ------------------- written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Notes, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Company or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary trustee therefor (provided that only holders of Designated Senior Indebtedness or agent therefortheir Representatives may give the notice provided for in Section 10.04(b)); and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section 10.11 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 Note), 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 two Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof there- of from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than three Business Days prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume as- sume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three Business Days prior to the date upon which by the terms hereof any money such payment 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 Note), 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.to

Notice to Trustee. (a) 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 Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorCompany, the representative of the holders agent bank or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to Sections 315(a) through 315(d) of the Trust Indenture Act, shall be entitled in all respects to assume that no such facts exist; provided provided, however, 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 (of, and premium, if any) , or interest on any NoteSecurity), 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.

Notice to Trustee. (a) 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 the Securities pursuant to any Subsidiary Guarantee. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorCompany, the representative administrative agent under a Senior Credit Facility or a holder of the holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent thereforRepresentative thereof; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to Trust Indenture Act Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided provided, however, 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 NoteSecurity), 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.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which the Company 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 Eleven 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 any Subsidiary Guaranteethe Debentures, unless and until a Trust Responsible Officer of the Trustee with direct responsibility for administration of this Indenture shall have received at the Corporate Trust Office of the Trustee written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Company or a Representative or a holder of Senior Debt Indebtedness (including, without limitation, a holder of such Subsidiary Guarantor or from any trustee, fiduciary or agent therefor; Designated Senior Indebtedness) and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.1, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust said Responsible Officer of the Trustee shall not have received the notice provided for in this Section 12.9 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 (including Defaulted Interest, if any) on any NoteDebenture), 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 Day prior to such date.

Notice to Trustee. (a) Each Subsidiary Guarantor The Issuer shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Issuer 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 Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorIssuer, the representative of the holders Agent Bank or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to Sections 315(a) through 315(d) of the Trust Indenture Act, shall be entitled in all respects to assume that no such facts exist; provided provided, however, 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 (of, and premium, if any) , or interest on any NoteSecurity), 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.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice in the form of an Officers’ Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to such Subsidiary Guarantor which the Company that would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of its Subsidiary Guaranteethe Debentures pursuant to the provisions of this Article 4. Notwithstanding the provisions of this Article Eleven 4 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 of monies to or by the Trustee in respect of any Subsidiary Guaranteethe Debentures pursuant to the provisions of this Article 4, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the relevant Subsidiary Guarantor, Company (in the representative form of the an Officers’ Certificate) or a Representative or a holder or holders of Senior Debt of such Subsidiary Guarantor or from any trusteeDebt, fiduciary or agent therefor; and, prior to and before the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 8.01, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if on a Trust Officer of the Trustee shall date not have received the notice provided for in this Section at least three less than 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 limitation, the payment of the principal of (and of, or premium, if any) , or interest (including Liquidated Damages, if any) on any Note)Debenture) the Trustee shall not have received, then with respect to such monies, the notice provided for in this Section 4.05, 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 monies received 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 to such date.

Notice to Trustee. (a) 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 Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorCompany, the representative of the holders Agent Bank or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to Sections 315(a) through 315(d) of the Trust Indenture Act, shall be entitled in all respects to assume that no such facts exist; provided provided, however, 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 (of, and premium, if any) , or interest on any NoteSecurity), 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.

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would could reasonably be expected to prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect re- spect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven Nine or any other oth- er provision of this Indenture, the Trustee shall not be charged with knowledge of the existence exist- ence of any facts which would prohibit the making of any payment to or by the Trustee in respect re- spect of any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than three Business Days prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provi- sions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee Trus- tee shall not have received the notice provided for referred to in this Section 10.05 at least three Business Days prior to the date upon which by the terms hereof any money such payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of (and princi- pal of, premium, if any) , or interest on any Note), then then, anything herein contained to the contrary con- trary 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 af- fected by any notice to the contrary which may be received by it within less than three Business Days prior to such date. SECTION 10.06.

Notice to Trustee. (a) 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. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Guarantor or a holder of Senior Debt of such Subsidiary the Guarantor or from any trustee, fiduciary agent or agent representative therefor; andprovided, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided that, if a Trust Officer of 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 NoteSecurity), 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 by any notice to the contrary which that may be received by it within three two Business Days prior to such date.

Notice to Trustee. (a) 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 Guarantee. Notwithstanding the Securities pursuant to the provisions of this Article Eleven or any other provision Article. Failure to give such notice to the Trustee shall not affect the subordination of this Indenture, the Securities to Senior Debt. The Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of any Subsidiary Guarantee, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative in writing to that effect signed by an Officer of the holders Company, or by a holder of Senior Debt of such Subsidiary Guarantor or from any trustee, fiduciary trustee or agent therefor; and, and prior to the receipt of any such written notice, the Trustee shall shall, subject to Article Seven, be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the -------- ------- Trustee shall not have received the notice provided for in this Section 8.06 at least three Business Days prior to the date upon which by the terms hereof of this Indenture any money may moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (and of, premium, if any) , or interest on any NoteSecurity), then then, regardless of anything herein contained to the contrary notwithstandingcontrary, the Trustee shall have full power and authority to receive such money any moneys from the Company 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.. Nothing contained in this

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to such Subsidiary Guarantor which the Company that would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of its Subsidiary Guaranteethe Notes pursuant to the provisions of this Article Four. Notwithstanding the provisions of this Article Eleven Four 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 of monies to or by the Trustee in respect of any Subsidiary Guaranteethe Notes pursuant to the provisions of this Article Four, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the relevant Subsidiary Guarantor, Company (in the representative form of the an Officers' Certificate) or a Representative or a holder or holders of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trusteetrustee thereof, fiduciary or agent therefor; and, prior to and before the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 8.1, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if on a Trust Officer of the Trustee shall date not have received the notice provided for in this Section at least three less than two 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 of (and of, or premium, if any) , or interest (including Liquidated Damages, if any) on any Note)) the Trustee shall not have received, then with respect to such monies, the notice provided for in this Section 4.5, 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.to

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 Eleven 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 any Subsidiary Guarantee, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant a Subsidiary Guarantor, the representative Guarantor or a holder of the holders of such Senior Debt of such a Subsidiary Guarantor or from any trustee, fiduciary trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of 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 NoteSecurity), 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 two Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any 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 Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.07, and subject to the provisions of Sections 7.01 and 7.02 hereof, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.07 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.. ARTICLE ELEVEN MISCELLANEOUS

Notice to Trustee. (a) 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 Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Company or a Representative or a holder of Senior Debt Indebtedness (including, without limitation, a holder of such Subsidiary Guarantor or from any trustee, fiduciary or agent therefor; Designated Senior Debt) and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section 13.9 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 (including Liquidated Damages, if any) on any NoteSecurity), 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 one Business Days Day prior to such date.

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any 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 Guarantees. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 11.08, and subject to the provisions of Sections 7.01 and 7.02 hereof, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 11.08 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.. ARTICLE TWELVE

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor it which would prohibit the making of any payment or distribution to or by the Trustee in respect of its Subsidiary Guaranteethe Securities. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the Company and an authorized representative of for the holders of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided provided, however, that, if a Trust Officer of the Trustee shall not have received the notice provided for in this Section or Section 1203 hereof at least three Business Days prior to the date upon on which by the terms hereof of this Indenture any money may become payable for any purpose (including, without limitation, including the payment of the principal of (and premium, if any) or interest on or any Noteamounts payable in connection with any Security), 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 with respect to such action taken by any notice to the contrary which may be received by it within three Business Days prior to on or after such date.

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 Eleven 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 any Subsidiary Guarantee, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of such Subsidiary Guarantor or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided that, 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 Note), then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the 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.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which the Company that would prohibit the making of any payment or distribution to or by the Trustee in respect of its Subsidiary Guaranteethe Series B Notes pursuant to the provisions of this Article Eleven. Notwithstanding the provisions of this Article Eleven or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which fact that would prohibit the making of any payment or distribution to or by the Trustee in respect of any Subsidiary Guaranteethe Series B Notes pursuant to the provisions of this Article Eleven, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof at the Principal Office of the Trustee from the relevant Subsidiary Guarantor, the representative of the holders of Company or a Senior Debt of such Subsidiary Guarantor Lender or from any trusteetrustee for Senior Indebtedness, fiduciary or agent thereforfor purposes of Section 11.03 from the trustee for the Series A Notes; and, and prior to the receipt of any such written noticenotice the Trustee, subject to the Trustee provisions of Section 5.01, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section at least three 11.06 within one Business Days Day prior to the date upon which by the terms hereof any money funds may become payable for any purpose (including, including without limitation, limitation the payment of the principal of (and or premium, if any) , or interest on any Series B Note), then then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money funds 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 one Business Days Day prior to such date.

Notice to Trustee. (a) Each Subsidiary An Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuers no later than three Business Days prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three Business Days prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than three Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Notes, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorCompany, the representative of the holders Bank 129 Agent or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided PROVIDED, HOWEVER, 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 Note), 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.

Notice to Trustee. (a) by Each of the Subsidiary Guarantors. 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 the Guarantee. Notwithstanding the provisions of this Article Eleven or any other provision - 162 - 176 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of such any Subsidiary Guarantor or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section at least three (3) 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) , interest or interest Liquidated Damages, if any, on any NoteSecurity or any other Indenture Obligations), 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 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 dateeffect.

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any 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 Note Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.07, and subject to the provisions of Sections 7.01 and 7.02 hereof, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.07 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.. ARTICLE ELEVEN

Notice to Trustee. (a) Each The Issuer or any Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Issuer or any 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 the Subsidiary GuaranteeGuarantees, if any. Notwithstanding the provisions of this Article Eleven Ten 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 any the Subsidiary GuaranteeGuarantees, if any, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of (and Accreted Value of, premium, if any) , or interest on any Note), 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 less than one Business Days Day prior to such date.. ARTICLE ELEVEN [RESERVED] ARTICLE TWELVE

Notice to Trustee. (a) 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 Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorCompany, agent bank under the representative of the holders Senior Credit Facility or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided provided, however, 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 premiumof, or premium or Liquidated Damages, if any) , or interest on any NoteSecurity), 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.

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Issuer or any such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee at the Corporate Trust Office of the Trustee in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven Thirteen 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 13.7, and subject to the provisions of Sections 6.1 and 6.2 hereof, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 13.7 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Senior Note), 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 less than one Business Days Day prior to such date.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Notes, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Company or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary trustee therefor (provided that only holders of Designated Senior Indebtedness or agent therefortheir Representatives may give the notice provided for in Section 10.04(b)); and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section 10.11 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 Note), 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 two Business Days prior to such date.

Notice to Trustee. (a) Each The Company or any Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any 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 Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatPROVIDED, HOWEVER, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.07 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.. ARTICLE ELEVEN

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which the Company that would prohibit the making of any payment or distribution to or by the Trustee in respect of its Subsidiary Guaranteethe Series A Notes pursuant to the provisions of this Article Eleven. Notwithstanding the provisions of this Article Eleven or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which fact that would prohibit the making of any payment or distribution to or by the Trustee in respect of any Subsidiary Guaranteethe Series A Notes pursuant to the provisions of this Article Eleven, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof at the Principal Office of the Trustee from the relevant Subsidiary Guarantor, the representative of the holders of Company or a Senior Debt of such Subsidiary Guarantor Lender or from any trustee, fiduciary trustee for Senior Indebtedness or agent thereforfor purposes of Section 11.03 from the trustee for the Series B Notes; and, and prior to the receipt of any such written noticenotice the Trustee, subject to the Trustee provisions of Section 5.01, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section at least three 11.06 within one Business Days Day prior to the date upon which by the terms hereof any money funds may become payable for any purpose (including, including without limitation, limitation the payment of the principal of (and or premium, if any) , or interest on any Series A Note), then then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money funds 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 one Business Days Day prior to such date.

Notice to Trustee. (a) 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 Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorCompany, agent bank under the representative of the holders Senior Credit Facility or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, 119 fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided provided, however, 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 NoteSecurity), 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.

Notice to Trustee. (a) 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 Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Responsible Officer of the Trustee Trustee, on behalf of the Trustee, shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Company or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 14.9, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section 14.9 at least three two Business Days 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 NoteSecurity), then 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 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 two Business Days prior to such date.; nor shall the Trustee be charged with knowledge of the curing

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which the Company 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 Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Responsible Officer of the Trustee shall have actually received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Company or a Representative or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee, fiduciary or agent therefor; and, prior to the such actual receipt by a Responsible Officer of any such written notice, the Trustee Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section 13.9 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, including the Make Whole Premium, if applicable) or interest (including Additional Interest, if any, and the Interest Make Whole Payment, if any) on any NoteSecurity), 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 five Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary Either Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Subsidiary Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of its Subsidiary Guaranteethe Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuers no later than two Business Days prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.07, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.07 at least three two Business Days prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.. ARTICLE ELEVEN MISCELLANEOUS

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to such Subsidiary Guarantor which the Company 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 Eleven XII 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Company or a holder of Senior Debt of such Subsidiary Guarantor or from any trustee, fiduciary agent or agent representative therefor; and, prior which notice shall be deemed delivered if delivered to the receipt of any such written noticeTrustee at 000 Xxxxxx, the Trustee shall be entitled in all respects to assume 16th Floor, Houston, Texas 77002, Attn: Xxxxxxxx Xxxxxxx, Global Corporate Trust-Ramco-Xxxxxxxxxx Properties, L.P.; provided, that no such facts exist; provided that, if a Trust Officer of the Trustee shall not have received the notice provided for in this Section 12.8 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 NoteSecurity), 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 by any notice to the contrary which that may be received by it within three two Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Issuer or any such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee at the Corporate Trust Office of the Trustee in respect of its Subsidiary Guaranteethe Note Guarantees. Notwithstanding the provisions of this Article Eleven Thirteen 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 13.7, and subject to the provisions of Sections 6.1 and 6.2 hereof, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 13.7 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Senior Note), 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 less than one Business Days Day prior to such date.. Article VI

Notice to Trustee. (a) Each Subsidiary The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Issuer or any 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 Note Guarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Issuer no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than three Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Company which would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guaranteethe Notes. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Notes, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorCompany, the representative of the holders Agent Bank or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided PROVIDED, HOWEVER, that, if a Trust Officer of the Trustee shall not have received the notice provided for in this Section not later than 9:00 a.m. New York time on the day which is 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 (of, and premium, if any) , or interest on any Note), 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 after 9:00 a.m. New York time on the day which is two Business Days prior to such date.. 104

Notice to Trustee. (a) 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 Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorCompany, the representative of the holders Agent Bank or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided provided, however, -------- ------- 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 NoteSecurity), 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.

Notice to Trustee. (a) Each The Parent and the Subsidiary Guarantor Issuer shall give prompt written notice to the Trustee of any fact known to such the Parent or the Subsidiary Guarantor Issuer which would prohibit the making of any payment to or by the Trustee in respect of its the Parent Notes or the Subsidiary GuaranteeNotes. Notwithstanding the provisions of this Article Eleven 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 any the Parent Notes or the Subsidiary GuaranteeNotes, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Parent or the Subsidiary GuarantorIssuer or a holder of Senior Indebtedness of the Parent or the Subsidiary Issuer (or from any Representative therefor) with respect to a Payment Default, the representative or one or more of the holders of Designated Senior Debt of such Subsidiary Guarantor Indebtedness (or from any trusteeRepresentative therefor), fiduciary or agent thereforwith respect to a Non-Payment Default; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of TIA Sections315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, 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 NoteParent Notes or Subsidiary Notes), 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.

Notice to Trustee. (a) Each Subsidiary The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any 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 Note Guarantees. Notwithstanding the provisions of this Article Eleven X 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 any Subsidiary Guaranteethe Note Guarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.07, and subject to the provisions of Sections 7.01 and 7.02 hereof, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.07 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to a Responsible Officer of 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 Debt Securities of such series pursuant to the provisions of this Article. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Debt Securities of such series pursuant to the provisions of this Article, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the Company or a holder or holders of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 903, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of 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 the principal of (and or premium, if any) or interest on any Note)Debt Securities of such series, 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 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.

Notice to Trustee. (a) Each The Company or any Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any 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 the Subsidiary GuaranteeGuarantees. Notwithstanding the provisions of this Article Eleven Ten 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 any the Subsidiary GuaranteeGuarantees, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders of Senior Debt of Company no later than one Business Day prior to such Subsidiary Guarantor or from any trustee, fiduciary or agent thereforpayment; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for referred to in this Section 10.05 at least three one Business Days Day prior to the date upon which by the terms hereof any money such payment 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 Note), 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 less than one Business Days Day prior to such date.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any insolvency or bankruptcy proceeding in respect of the Company, of and proceedings for voluntary liquidation, dissolution, or other winding up of the Company (whether or not involving insolvency or bankruptcy), or 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 Eleven Thirteen or any other provision provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any or payment to or by the Trustee in respect of any Subsidiary Guaranteethe Notes, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Company or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided that, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section 13.9 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 NoteSecurity), 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 two Business Days prior to such date.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor which the Company 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 Eleven 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 any Subsidiary Guaranteethe Debentures, unless and until a Trust Responsible Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Company or a Representative or a holder of Senior Debt Indebtedness (including, without limitation, a holder of such Subsidiary Guarantor or from any trustee, fiduciary or agent therefor; Designated Senior Indebtedness) and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 7.1, shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section 12.9 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 (including Defaulted Interest, if any) on any NoteDebenture), 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 one Business Days Day prior to such date.

Notice to Trustee. (a) Each Subsidiary Guarantor The Issuer shall give prompt written notice to the Trustee of any fact known to such Subsidiary Guarantor the Issuer 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 Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary GuarantorIssuer, the representative of the holders Agent Bank or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to Sections 315(a) through 315(d) of the Trust Indenture Act, shall be entitled in all respects to assume that no such facts exist; provided provided, however, 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 (of, and premium, if any) , or interest on any NoteSecurity), 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.

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee or Paying Agent 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. Failure to give such notice shall not affect the subordination of the Securities to Senior Indebtedness. Notwithstanding the provisions of this Article Eleven 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 any Subsidiary Guaranteethe Securities, unless and until a Trust Officer of the Trustee or Paying Agent shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Company or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 601, or Paying Agent shall be entitled in all respects to assume that no such facts exist; provided thatprovided, however, that if a Trust 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 of the principal of (and premium, if any) or any premium or interest on or Additional Amounts with respect to any Note)Security, then the notice with respect to such money provided for in this Section 1610, 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.for

Notice to Trustee. (a) Each Subsidiary Guarantor The Company shall give prompt written notice to the Trustee of any insolvency or bankruptcy proceeding in respect of the Company, of and proceedings for voluntary liquidation, dissolution, or other winding up of the Company (whether or not involving insolvency or bankruptcy), or 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 Eleven Thirteen or any other provision provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any or payment to or by the Trustee in respect of any Subsidiary Guaranteethe Notes, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Company or a holder of Senior Debt of such Subsidiary Guarantor Indebtedness or from any trustee, fiduciary or agent trustee therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided that, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section 13.9 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 Note), 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 two Business Days prior to such date.

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 Eleven 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 any Subsidiary Guarantee, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the relevant Subsidiary Guarantor, the representative of the holders Holders of Senior Debt of such Subsidiary Guarantor or from any trusteeTrustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that no such facts exist; provided , provided, 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 Note), then anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the 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.