Common use of Notice to Trustee Clause in Contracts

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSecurities or other Indenture Obligations. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any SecuritySecurity or other Indenture Obligations), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securitiesits 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 the Securitiesany Subsidiary Guarantee, unless and until a Trust Officer of the Trustee shall have received written notice thereof from the Company or a holder relevant Subsidiary Guarantor, the representative of the holders of Senior Indebtedness Debt of such Subsidiary Guarantor or from a Senior Representative or 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; providedprovided that, however, that if a Trust Officer of the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least three Business Day 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 SecurityNote), then, then anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within three Business Days prior to 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt of a Subsidiary Guarantor (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt of a Subsidiary Guarantor (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Eleven, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt of the relevant Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Eleven and, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSecurities or other Indenture Obligations. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any SecuritySecurity or other Indenture Obligations), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Subject to Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or any trustee, fiduciary agent or agent representative therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least two Business Day 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, of (and premium, if any, ) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within two Business Days prior to such date; nor shall . Subject to the Trustee be charged with knowledge provisions of Section 6.1, 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary trustee or agent attorney-in-fact therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary trustee or agent attorney-in-fact therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company which such Guarantor that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Securities Guarantees pursuant to the provisions of this Article or any other provision of this Indenture, the Sixteen. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt of any Guarantor or of any other facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company in writing at its Corporate Trust Office to that effect signed by an Officer of such Guarantor, or by a holder of such Guarantor Senior Indebtedness Debt or from a Senior Representative or any trustee, fiduciary trustee or agent thereforthereof; and, and prior to the receipt of any such written notice, the Trustee shall shall, subject to Article Six, be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 16.6 at least two Business Day Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on all obligations arising under any SecuritySecurities Guarantee), then, notwithstanding anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive any monies from such money Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such date; nor shall the Trustee be charged with knowledge prior date except for an acceleration of the curing of any Securities prior to such default or application. Nothing contained in this Section 16.6 shall limit the elimination right of the act or condition preventing any such payment unless and until holders of Guarantor Senior Debt to recover payments as contemplated by this Article Sixteen. The foregoing shall not apply if the Trustee shall have received an Officers’ Certificate to such effect. (b) Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Guarantor Senior Indebtedness Debt (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Representative Debt or a holder trustee or representative on behalf of Senior Indebtedness any such holder. (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. b) In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle Sixteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Sixteen and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness Debt or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the third Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior IndebtednessDebt, a Senior Representative 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 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’ Officer’s Certificate to such effect. (b) The Subject to Section 6.1, the Trustee shall be entitled to rely conclusively on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice in a form of an Officers' Certificate to the Trustee a Trust Officer of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the SecuritiesSecurities pursuant to the provisions of this Article 10, but failure to give such notice shall not affect the subordination of the Securities to the Senior Indebtedness as provided in this Article 10. Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the SecuritiesSecurities pursuant to the provisions of this Article 10, unless and until the Trustee a Trust Officer shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers' Certificate) or a holder or holders of Senior Indebtedness or from a Senior Representative or from any trustee, fiduciary or agent trustee therefor; and, prior to and before 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, however, provided that if the Trustee shall on a date not have received the notice provided for in this Section by Nxxx, Eastern Time, on the fewer than two Business Day 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 ofPrincipal Amount, premiumIssue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any, Redemption Price, Purchase Price, Fundamental Change Redemption Price, interest or interest on any other amounts payable, if any, in respect of any Security)) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.05, then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, the Trustee shall have full power and authority to receive such money monies and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date; nor . Notwithstanding anything to the contrary herein set forth, nothing shall prevent any payment of amounts deposited with 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 pursuant to Section 8.01 so long as the Trustee shall have received an Officers’ Certificate had no notice that such amounts when so deposited were prohibited pursuant to such effect. (b) the provisions of Section 10.2. The Trustee Trustee, subject to the provisions of Section 7.01, shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative holder or a holder Representative of Designated Senior Indebtedness or a Representative of Senior Indebtedness of the Company (or a trustee, fiduciary or agent therefortrustee on behalf of such holder) to establish that such notice has been given by a Senior Representative holder or a holder Representative of Designated Senior Indebtedness (or a trustee, fiduciary Representative of such Senior Indebtedness or agent therefor); provided, however, that failure to give a trustee on behalf of any such notice to the Company shall not affect in any way the ability of the Trustee to rely on such noticeholder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this ArticleArticle 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle 10, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Corporation shall give prompt written notice to the Trustee of any fact known to the Company which Corporation that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company Corporation or a holder of Senior Indebtedness or from a Senior Representative or any trustee, fiduciary agent or agent representative therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 13.8 at least two Business Day Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, including the payment of the principal of, of (and premium, if any, on) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within two Business Days prior to such date; nor shall . Subject to the Trustee be charged with knowledge provisions of Section 6.1, 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or herself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary trustee or agent attorney-in-fact therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary trustee or agent attorney-in-fact therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that If the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle XIII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle XIII, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company which such Guarantor that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Securities Guarantees pursuant to the provisions of this Article or any other provision of this Indenture, the Sixteen. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt of any Guarantor or of any other facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company in writing at its Corporate Trust Office to that effect signed by an Officer of such Guarantor, or by a holder of such Guarantor Senior Indebtedness Debt or from a Senior Representative or any trustee, fiduciary trustee or agent thereforthereof; and, and prior to the receipt of any such written notice, the Trustee shall shall, subject to Article Six, be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 16.6 at least three Business Day Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on all obligations arising under any SecuritySecurities Guarantee), then, notwithstanding anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive any monies from such money Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such date; nor shall the Trustee be charged with knowledge three Business Day period except for an acceleration of the curing of any Securities prior to such default or application. Nothing contained in this Section 16.6 shall limit the elimination right of the act or condition preventing any such payment unless and until holders of Guarantor Senior Debt to recover payments as contemplated by this Article Sixteen. The foregoing shall not apply if the Trustee shall have received an Officers’ Certificate to such effect. (b) Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Guarantor Senior Indebtedness Debt (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Representative Debt or a holder trustee or representative on behalf of Senior Indebtedness any such holder. (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. b) In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle Sixteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Sixteen and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Corporation or the Guarantor, as the case may be, shall give prompt written notice to the Trustee of any fact known to the Company which Corporation or the Guarantor, as the case may be, that would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSecurities and the Guarantees, respectively. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSecurities or the Guarantees, unless and until the Trustee shall have received written notice thereof from the Company Corporation or the Guarantor, as the case may be, or a holder of the Corporation's or the Guarantor's Senior Indebtedness Debt, as the case may be, or from a Senior Representative or any trustee, fiduciary agent or agent representative therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least two Business Day 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, of (and premium, if any, on) or interest (including any Additional Interest) on any SecuritySecurity or any Guarantee), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within two Business Days prior to such date; nor shall . Subject to the Trustee be charged with knowledge provisions of Section 6.1, 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or herself to be a Senior Representative or a holder of Senior Indebtedness Debt of the Corporation or the Guarantor, as the case may be (or a trusteetrustee or attorney-in-fact therefor), fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt of the Corporation or the Guarantor, as the case may be (or a trustee, fiduciary trustee or agent attorney-in-fact therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt of the Corporation or the Guarantor, as the case may be, to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt of the Corporation or the Guarantor, as the case may be, held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Issuer shall give prompt written notice to the Trustee of any fact known to the Company Issuer which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee or any Paying Agent shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or any Paying Agent in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company Issuer or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least three Business Day 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, premium, if any, or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after within three Business Days prior to 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company Issuer by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent thereforthereof and the Trustee shall have no duty to investigate the authenticity thereof or the authority of the person signing and shall have no liability for relying thereon); provided, however, that failure to give such notice to the Company Issuer shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentpayment or the Trustee or the Paying Agent may deposit the funds in question with a court of competent jurisdiction.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSecurities or other Indenture Obligations. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if -------- ------- the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any SecuritySecurity or other Indenture Obligations), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such -------- ------- notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder one or more of the holders of Senior Indebtedness (or their representative), with respect to a Payment Default, or one or more of the holders of Specified Senior Indebtedness (or their representative), with respect to a Non-payment Event of Default, or from a Senior Representative or 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, however, that that, if the Trustee shall not have received the notice provided for in this Section by Nxxx, prior to 11:00 a.m. Eastern Time, time on the date which is two Business Day Days prior to the date upon which by the terms hereof any money Money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, of or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, the Trustee shall have full power and authority to receive such money Money and to apply the same to the purpose for which such money Money was received and shall not be affected by any notice to the contrary which may be received by it on or 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 11:00 a.m. Eastern time two Business Days prior to such payment unless and until the Trustee shall have received an Officers’ Certificate to such effectdate. (b) The Subject to Sections 315(a) through 315(d) of the Trust Indenture Act, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefortherefore) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to Trustee, for the amount purpose of Senior Indebtedness held by such Person, ascertaining the extent to which such Person is Persons entitled to participate in such payment or distribution distribution, the holders of Senior Indebtedness and any other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness Debt or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the third Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior IndebtednessDebt, a Senior Representative 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 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’ Officer’s Certificate to such effect. (b) The Subject to Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee and any Paying Agent of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee or any Paying Agent in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article 10 or any other provision of this Indenture, the otherwise. The Trustee shall not be charged with knowledge of the existence of a default or event of default with respect to all Senior Indebtedness or any other facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from mailed or delivered to the Trustee at its Corporate Trust Office signed by an Officer of the Company or a the holder or representative of any class of Senior Indebtedness or from a Senior Representative or 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 8, be entitled in all respects to assume that no such facts exist; providedPROVIDED that, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 10.12 at least two Business Day Days prior to the date upon which which, by the terms hereof of this Indenture, any money may shall become payable for any purpose (including, without limitation, the payment of the principal ofor, premium, if any, or interest on any Security), then, then notwithstanding anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such any money 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 that may be received by it on or after such date; nor shall the Trustee be charged with knowledge prior date except for an acceleration of the curing of any Securities prior to such default or application. Nothing contained in this Section 10.12 shall limit the elimination right of the act or condition preventing any such payment unless and until holders of Senior Indebtedness to recover payments as contemplated by this Article 10. The foregoing shall not apply if the Trustee shall have received an Officers’ Certificate to such effect. (b) Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Senior Indebtedness (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Senior Representative Indebtedness or a holder trustee or representative on behalf of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give any such notice to the Company shall not affect in any way the ability of the Trustee to rely on such noticeholder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentArticle 10.

Notice to Trustee. (a) The Company Corporation shall give prompt written notice to the Trustee of any fact known to the Company which Corporation that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company Corporation or a holder of Senior Indebtedness or from a Senior Representative or any trustee, fiduciary agent or agent representative therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 13.8 at least two Business Day Days prior to the date upon which by the terms hereof any money monies may become payable for any purpose (including, without limitation, including the payment of the principal of, of (and premium, if any, on) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within two Business Days prior to such date; nor shall . Subject to the Trustee be charged with knowledge provisions of Section 6.1, 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or herself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary trustee or agent attorney-in- fact therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary trustee or agent attorney-in-fact therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that If the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle XIII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle XIII, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XIII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness Debt or from a Senior Representative or any trustee, fiduciary agent or agent representative therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 13.10 at least two Business Day 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, of (and premium, if any, ) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within two Business Days prior to such date; nor shall . Subject to the Trustee be charged with knowledge provisions of Section 6.1, 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent trustee therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent trustee therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee or Paying Agent of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities to Company Senior Indebtedness. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee or Paying Agent shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or Paying Agent in respect of the SecuritiesSecurities pursuant to this Article Seventeen, unless and until the Trustee or Paying Agent shall have received written notice thereof from the Company or a holder of Company Senior Indebtedness or from a Senior Representative or 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, however, that if a Responsible Officer of the Trustee or Paying Agent shall not have received the notice provided for in this Section by Nxxxreceived, Eastern Time, on the at least three Business Day 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, premium, if any, of or interest any premium or Interest on or Additional Amounts with respect to any Security), the notice with respect to such money provided for in this Section 1710, then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within three Business Days prior to such date; nor shall . The Trustee, subject to the Trustee be charged with knowledge provisions of the curing of any such default Section 601, 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 effect. (b) The Trustee Paying Agent shall be entitled to conclusively rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of Company Senior Indebtedness (or a trustee, fiduciary trustee or agent thereforon behalf of such holder) to establish that such notice has been given by a Senior Representative or a holder of Company Senior Indebtedness (or a trustee, fiduciary trustee or agent thereforon behalf of any such holder); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee or Paying Agent determines in good faith that further evidence is required with respect to the right of any Person as a holder of Company Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Seventeen, the Trustee or Paying Agent may request such Person to furnish evidence to the reasonable satisfaction of the Trustee or Paying Agent as to the amount of Company Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Seventeen, and if such evidence is not furnished, the Trustee or Paying Agent may defer any payment which it may be required to make for the benefit of such Person pursuant to the terms of this Indenture pending judicial determination as to the right rights of such Person to receive such payment.

Notice to Trustee. (a) The Company shall Issuers will give prompt written notice to the Trustee of any fact known to the Company Issuers which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XI or any other provision of this Indenture, the Trustee shall will not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall will have received written notice thereof from the Company or a holder one or more of the holders of Senior Indebtedness (or their Representative), with respect to a Payment Default, or one or more of the holders of Designated Senior Indebtedness (or their representatives), with respect to a Non-Payment Event of Default, or from a Senior Representative or any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall Trustee, subject to TIA (S)(S) 315(a) through 315(d), will be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall will not have received the notice provided for in this Section by Nxxx, prior to 11:00 a.m. Eastern Time, on the date which is two Business Day 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, on) or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, the Trustee shall will 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 will not be affected by any notice to the contrary which may be received by it on or 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 11:00 a.m. Eastern Time, two Business Days prior to such payment unless and until the Trustee shall have received an Officers’ Certificate to such effectdate. (b) The Subject to TIA (S)(S) 315(a) through 315(d), the Trustee shall will be entitled to conclusively rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle XI, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to or the amount Holders, for the purpose of Senior Indebtedness held by such Person, ascertaining the extent to which such Person is Persons entitled to participate in such payment or distribution distribution, the holders of Senior Indebtedness and any other indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentArticle XI.

Notice to Trustee. (a) The Company Partnership shall give prompt written notice to the Trustee of any fact known to the Company which Partnership that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article or any other provision of this Indenture, the Fifteen. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company Partnership, or by a holder of Senior Indebtedness Debt or from a Senior Representative or any trustee, fiduciary trustee or agent thereforthereof; and, 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; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 15.6 at least three Business Day Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of, of or premium, if any, or interest on any Security), then, notwithstanding anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money any monies from the Partnership and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such date; nor shall three Business Day period except for an acceleration of the Securities prior to such application which is known by a Responsible Officer of 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 prior to such effect. (b) acceleration. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Senior Indebtedness Debt (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Senior Representative Debt or a holder trustee or representative on behalf of any such holder. Nothing contained in this Section 15.6 shall limit the right of the holders of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure Debt to recover payments from the Holders as contemplated by this Article Fifteen. This Section 15.6(a) shall not apply if the Paying Agent is the Partnership. The Partnership shall give such prompt written notice to the Company shall not affect in Trustee of any way the ability dissolution, winding up, liquidation or reorganization of the Trustee to rely on such notice. Partnership. (b) In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle Fifteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Fifteen and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee or any Paying Agent shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee or any Paying Agent in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least three Business Day 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, premium, if any, or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after within three Business Days prior to 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent thereforthereof and the Trustee shall have no duty to investigate the authenticity thereof or the authority of the person signing and shall have no liability for relying thereon); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentpayment or the Trustee or the Paying Agent may deposit the funds in question with a court of competent jurisdiction.

Notice to Trustee. (a) The Company and Holding shall give prompt written notice to the Trustee of any fact known to the Company Holding which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the subordination provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof at its Corporate Trust Office from the Company Company, Holding or a holder of its Guarantor Senior Indebtedness or from a Senior Representative or any representative, 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 10.12, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 10.12 at least two Business Day 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, premium, if any, of or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of such Guarantor Senior Indebtedness, a Senior Representative Indebtedness or any representative, 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 after within two Business Days prior to 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 effect. (b) The Subject to the provisions of Section 7.01, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company Trustee, by a Person representing himself to be a Senior Representative or a holder of Guarantor Senior Indebtedness (or a trusteerepresentative, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to 115 participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Ten, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company and each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or such Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article or any other provision of this Indenture, the Twelve. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Senior Indebtedness of any Guarantor or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company or such Guarantor, or by a holder of Senior Indebtedness of any Guarantor or from a Senior Representative or 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, however, provided that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 12.06 at least two Business Day 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, of or premium, if any, or interest or Liquidated Damages, if any, on any Security), then, regardless of anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive any moneys from such money Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date; nor . Nothing contained in this Section 12.06 shall limit the Trustee be charged with knowledge right of the curing holders of Senior Indebtedness 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 Guarantor to such effect. (b) recover payments as contemplated by Section 12.03. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of Senior Indebtedness of any Guarantor (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (of any Guarantor or a trustee, fiduciary trustee or agent therefor); provided, however, that failure to give representative on behalf of any such notice to the Company shall not affect in any way the ability of the Trustee to rely on such noticeholder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of any Guarantor to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of any Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Twelve, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder one or more of the holders of Senior Indebtedness (or their representative), with respect to a Payment Default, or one or more of the holders of Specified Senior Indebtedness (or their representative), with respect to a Non-payment Event of Default, or from a Senior Representative or 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, however, that that, if the Trustee shall not have received the notice provided for in this Section by Nxxx, prior to 11:00 a.m. Eastern Time, time on the date which is two Business Day 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, premium, if any, of or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 on or 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 11:00 a.m. Eastern time two Business Days prior to such payment unless and until the Trustee shall have received an Officers’ Certificate to such effectdate. (b) The Subject to Sections 315(a) through 315(d) of the Trust Indenture Act, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefortherefore) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to Trustee, for the amount purpose of Senior Indebtedness held by such Person, ascertaining the extent to which such Person is Persons entitled to participate in such payment or distribution distribution, the holders of Senior Indebtedness and any other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder one or more of the holders of Senior Indebtedness (or their representative), with respect to a Payment Default, or one or more of the holders of Specified Senior Indebtedness (or their representative), with respect to a Non-payment Event of Default, or from a Senior Representative or 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, however, that that, if the Trustee shall not have received the notice provided for in this Section by Nxxx, prior to 11:00 a.m. Eastern Time, time on the date which is two Business Day Days prior to the date upon which by the terms hereof any money 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 SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, the Trustee shall have full power and authority to receive such money Money and to apply the same to the purpose for which such money Money was received and shall not be affected by any notice to the contrary which may be received by it on or 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 11:00 a.m. Eastern time two Business Days prior to such payment unless and until the Trustee shall have received an Officers’ Certificate to such effectdate. (b) The Subject to Sections 315(a) through 315(d) of the Trust Indenture Act, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefortherefore) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to Trustee, for the amount purpose of Senior Indebtedness held by such Person, ascertaining the extent to which such Person is Persons entitled to participate in such payment or distribution distribution, the holders of Senior Indebtedness and any other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Guarantor shall give prompt written notice to the Trustee of any fact known to the Company which Guarantor that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Parent Guarantee pursuant to the provisions of this Article or any other provision of this Indenture, the Eleven. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any other facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, Trust unless and until the Trustee Trust shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company Guarantor or by a holder of Senior Indebtedness or from a Senior Representative or any trustee, fiduciary trustee or agent thereforthereof; 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; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 11.06 at least two Business Day Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any SecurityNote), then, notwithstanding anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money any monies from the Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such date; nor shall the Trustee be charged with knowledge prior date except for an acceleration of the curing Notes prior to such application. Nothing contained in this Section 11.06 shall limit the right of any such default the holders of Senior Indebtedness to recover payments as contemplated by this Article Eleven. The foregoing shall not apply if the Paying Agent is the Company 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 effect. (b) Guarantor. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Senior Indebtedness (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Senior Representative Indebtedness or a holder trustee or representative on behalf of Senior Indebtedness any such holder. (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. b) In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Eleven, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Eleven and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in 115 126 good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a Company, any holder of Senior Indebtedness or from a Senior Representative or 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 hereof, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least three Business Day 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, premium, if any, of or interest on any Security), then, anything herein contained to the contrary notwithstanding notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative Indebtedness or any trustee, fiduciary or agent thereoftherefor, 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 after within two Business Days prior to such date; nor shall . Any notice required or permitted to be given to the Trustee by a holder of Senior Indebtedness or by any agent, trustee or representative thereof shall be charged with knowledge in writing and shall be sufficient for every purpose hereunder if in writing and either (i) sent via facsimile to the Trustee, the receipt of the curing of any such default which shall be confirmed via telephone, or the elimination of the act (ii) mailed, first class postage prepaid, or condition preventing any such payment unless and until sent by overnight carrier, to the Trustee shall have received an Officers’ Certificate addressed to its Corporate Trust Office or to any other address furnished in writing to such effect. (b) The holder of Senior Indebtedness by the Trustee. Subject to the provisions of Section 601 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) therefor to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. Notwithstanding anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received by a Responsible Officer at the Corporate Trust Office.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article XVIII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern TimeNew York City time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest interest, including Contingent Cash Interest, if any on any SecurityNote), then, anything herein contained to the contrary notwithstanding notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after such time and 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 effecteffect and, in the case of any written notice under Section 18.03 from a Senior Representative of any Designated Senior Indebtedness, written confirmation thereof from such Senior Representative. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle XVIII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, Person and the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle XVIII, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company and each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or such Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSecurities and of any subsequent cure or waiver thereof. Notwithstanding the provisions of this Article XIV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or a holder of Guarantor Senior Indebtedness or from a Senior Representative or any trustee, fiduciary trustee or agent therefor; and, prior to the receipt of any such written notice, the Trustee Trustee, shall be entitled in all respects to assume that no such facts exist; , provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least two Business Day 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, any or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within two Business Days prior to 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 effect. (b) . The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a holder of Senior Representative Indebtedness or a holder of Guarantor Senior Indebtedness (or a trustee, fiduciary trustee or agent therefor) to establish that such notice has been given by a holder of Senior Representative Indebtedness or a holder of Guarantor Senior Indebtedness (or a trustee, fiduciary trustee or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness or a holder of Guarantor Senior Indebtedness, as the case may be, to participate in any payment or distribution pursuant to this ArticleArticle XIV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle XIV, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least two Business Day 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, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after within two Business Days prior to 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 officers' certificate to such effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company and Holding shall give prompt written notice to the Trustee of any fact known to the Company Holding which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the subordination provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof at its Corporate Trust Office from the Company Company, Holding or a holder of its Guarantor Senior Indebtedness or from a Senior Representative or any representative, 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 10.12, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 10.12 at least two Business Day 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, premium, if any, of or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of such Guarantor Senior Indebtedness, a Senior Representative Indebtedness or any representative, 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 after within two Business Days prior to 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 effect. (b) The Subject to the provisions of Section 7.01, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company Trustee, by a Person representing himself to be a Senior Representative or a holder of Guarantor Senior Indebtedness (or a trusteerepresentative, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Ten, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be which represents itself as a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); providedPROVIDED, howeverHOWEVER, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or any trustee, fiduciary or agent therefor; and, prior to the receipt 135 of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be which represents itself as a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such 147 evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company During any period for which a demand for payment by Parent pursuant to Article V remains outstanding, Parent shall give prompt written notice in the form of a Parent Officers' Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company Parent which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the SecuritiesDebentures pursuant to the provisions of this Article VI. Notwithstanding the provisions of this Article VI 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 of monies to or by the Trustee in respect of the SecuritiesDebentures pursuant to the provisions of this Article VI, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from Parent (in the Company form of a Parent Officers' Certificate) or a Representative or a holder or holders of Parent Senior Indebtedness Obligations or from a Senior Representative or any trustee, fiduciary or agent therefortrustee thereof; and, prior to and before the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall on a date not have received the notice provided for in this Section by Nxxx, Eastern Time, on the less than two (2) Business Day 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, or premium, if any, or interest (including Liquidated Damages, if any) on any Security)Debenture) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 6.5, then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 may be received by it on or after such prior 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 effect. (b) . The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice to the Trustee and the Company by a Person Representative or a person representing himself or herself to be a Senior Representative or a holder of Parent Senior Indebtedness Obligations (or a trustee, fiduciary or agent therefortrustee on behalf of such holder) to establish that such notice has been given by a Senior Representative or a holder of Parent Senior Indebtedness (Obligations or a trustee, fiduciary trustee on behalf of any such holder or agent therefor); provided, however, that failure to give such notice to the Company holders. The Trustee shall not affect in any way the ability of the Trustee be required to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in make any payment or distribution to or on behalf of a holder of Parent Senior Obligations pursuant to this Article, the Trustee may request such Person to furnish Article VI unless it has received reasonably satisfactory evidence to the reasonable satisfaction of the Trustee as to the amount of Parent Senior Indebtedness Obligations held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentArticle VI.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 - 154 - 168 received by it 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be which represents itself as a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article or any other provision of this Indenture, the Eleven. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company Company, or by a holder of Senior Indebtedness Debt or from a Senior Representative or any trustee, fiduciary trustee or agent thereforthereof; and, and prior to the receipt of any such written notice, the Trustee shall shall, subject to Article Six of the Original Indenture, be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 11.07 at least two Business Day Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, notwithstanding anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money any monies 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 that may be received by it on or after such date; nor shall the Trustee be charged with knowledge prior date except for an acceleration of the curing of any Securities prior to such default or application. Nothing contained in this Section 11.07 shall limit the elimination right of the act or condition preventing any such payment unless and until holders of Senior Debt to recover payments as contemplated by this Article Eleven. The foregoing shall not apply if the Trustee shall have received an Officers’ Certificate to such effect. (b) Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Senior Indebtedness Debt (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Senior Representative Debt or a holder trustee or representative on behalf of Senior Indebtedness any such holder. (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. b) In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle Eleven, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Eleven and, and if such evidence is not furnishedfurnished to the Trustee or if the Trustee otherwise determines in the reasonable exercise of its discretion to do so, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxxnoon, Eastern TimeNew York City time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the Business Day at least two business days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after less than two business days prior to 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 effect. (b) The Subject to the provisions of Section 7.01 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a 107 -100- Person representing himself itself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle 11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle 11, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received -------- ------- the notice provided for in this Section by Nxxx, Eastern Time, on the at least three Business Day 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, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after within three Business Days prior to 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such -------- ------- notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article or any other provision of this Indenture, the Eleven. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company Company, or by a holder of Senior Indebtedness Debt or from a Senior Representative or any trustee, fiduciary trustee or agent thereforthereof; and, and prior to the receipt of any such written notice, the Trustee shall shall, subject to Article Six of the Original Indenture, be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 11.06 at least two Business Day Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, notwithstanding anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money any monies 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 that may be received by it on or after such date; nor shall the Trustee be charged with knowledge prior date except for an acceleration of the curing of any Securities prior to such default or application. Nothing contained in this Section 11.06 shall limit the elimination right of the act or condition preventing any such payment unless and until holders of Senior Debt to recover payments as contemplated by this Article Eleven. The foregoing shall not apply if the Trustee shall have received an Officers’ Certificate to such effect. (b) Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Senior Indebtedness Debt (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Senior Representative Debt or a holder trustee or representative on behalf of Senior Indebtedness any such holder. (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. b) In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle Eleven, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Eleven and, and if such evidence is not furnishedfurnished to the Trustee or if the Trustee otherwise determines in the reasonable exercise of its discretion to do so, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder one or more of the holders of Senior Indebtedness (or their representative), with respect to a Payment Default, or one or more of the holders of Specified Senior Indebtedness (or their representative), with respect to a Non-payment Event of Default, or from a Senior Representative or 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, however, that that, if the Trustee shall not have received the notice provided for in this Section by Nxxx, prior to 11:00 a.m. Eastern Time, time on the date which is two Business Day Days prior to the date upon which by the terms hereof any money Money may become payable for any purpose (including, without limitation, the payment of the principal of, of (or premium, if any, on) or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, the Trustee shall have full power and authority to receive such money Money and to apply the same to the purpose for which such money Money was received and shall not be affected by any notice to the contrary which may be received by it on or 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 11:00 a.m. Eastern time two Business Days prior to such payment unless and until the Trustee shall have received an Officers’ Certificate to such effectdate. (b) The Subject to Sections 315(a) through 315(d) of the Trust Indenture Act, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefortherefore) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to Trustee, for the amount purpose of Senior Indebtedness held by such Person, ascertaining the extent to which such Person is Persons entitled to participate in such payment or distribution distribution, the holders of Senior Indebtedness and any other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Notes pursuant to the provisions of this Article or any other provision of this Indenture, the Ten. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any other facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company Company, or by a holder of Senior Indebtedness or from a Senior Representative or any trustee, fiduciary trustee or agent thereforthereof; 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; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 10.06 at least two Business Day Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any SecurityNote), then, notwithstanding anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money any monies 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 that may be received by it on or after such date; nor shall the Trustee be charged with knowledge prior date except for an acceleration of the curing of any Notes prior to such default or application. Nothing contained in this Section 10.06, however, shall limit the elimination right of the act or condition preventing any such payment unless and until holders of Senior Indebtedness to recover payments made on account of the Trustee Senior Subordinated Obligations which were not permitted to be made as contemplated by this Article Ten. The foregoing shall have received an Officers’ Certificate to such effect. (b) not apply if the Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Senior Indebtedness (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Senior Representative Indebtedness or a holder trustee or representative on behalf of Senior Indebtedness any such holder. (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. b) In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Ten and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company During any period for which a demand for payment by Parent pursuant to Article V of this First Supplemental Indenture remains outstanding, Parent shall give prompt written notice in the form of a Parent Officers' Certificate to a responsible officer of the Trustee and to any paying agent of any fact known to the Company Parent which would prohibit the making of any payment of monies to or by the Trustee or any paying agent in respect of the SecuritiesDebentures pursuant to the provisions of this Article VI. Notwithstanding the provisions of this Article VI 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 of monies to or by the Trustee in respect of the SecuritiesDebentures pursuant to the provisions of this Article VI, unless and and until a responsible officer of the Trustee shall have received written notice thereof at the corporate trust office from Parent (in the Company form of a Parent Officers' Certificate) or a representative or a holder or holders of Parent Senior Indebtedness or from a Senior Representative or any trustee, fiduciary or agent therefortrustee thereof; and, prior to and before the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall on a date not have received the notice provided for in this Section by Nxxx, Eastern Time, on the less than two Business Day 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, or premium, if any, or interest on any Security)Debenture) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 6.5, then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 may be received by it on or after such prior 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 effect. (b) . The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice to the Trustee and the Company by a Person representative or a person representing himself or herself to be a Senior Representative or a holder of Parent Senior Indebtedness (or a trustee, fiduciary or agent therefortrustee on behalf of such holder) to establish that such notice has been given by a Senior Representative representative or a holder of Parent Senior Indebtedness (or a trustee, fiduciary trustee on behalf of any such holder or agent therefor); provided, however, that failure to give such notice to the Company holders. The Trustee shall not affect in any way the ability of the Trustee be required to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in make any payment or distribution to or on behalf of a holder of Parent Senior Indebtedness pursuant to this Article, the Trustee may request such Person to furnish Article VI unless it has received reasonably satisfactory evidence to the reasonable satisfaction of the Trustee as to the amount of Parent Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentArticle VI.

Notice to Trustee. (a) The Company shall give prompt ----------------- written notice to the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Debentures pursuant to the provisions of this Article or any other provision of this Indenture, the Ten. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any other facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company Company, or by a holder of Senior Indebtedness or from a Senior Representative or any trustee, fiduciary trustee or agent thereforthereof; 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; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 10.06 at least two Business Day Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any SecurityDebenture), then, notwithstanding anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money any monies 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 that may be received by it on or after such date; nor shall the Trustee be charged with knowledge prior date except for an acceleration of the curing of any Debentures prior to such default or application. Nothing contained in this Section 10.06 shall limit the elimination right of the act or condition preventing any such payment unless and until holders of Senior Indebtedness to recover payments made on account of the Trustee Senior Subordinated Obligations which were not permitted to be made as contemplated by this Article Ten. The foregoing shall have received an Officers’ Certificate to such effect. (b) not apply if the Payment Agent is the Company. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Senior Indebtedness (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Senior Representative Indebtedness or a holder trustee or representative on behalf of Senior Indebtedness any such holder. (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. b) In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Ten, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Ten and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable 130 satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article Fourteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness Debt or from a Senior Representative or 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, however, provided that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 14.9 at least two Business Day 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, premium, if any, of or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative Debt 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 91 by it after within two Business Days prior to 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 effect. (b) The Subject to the provisions of Section 5.1, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle Fourteen, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this ArticleArticle Fourteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. (a1) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, 103 unless and until the Trustee shall have received written notice thereof from the Company or a holder one or more of the holders of Senior Indebtedness (or their representative), with respect to a Payment Default, or one or more of the holders of Specified Senior Indebtedness (or their representatives), with respect to a Non-payment Event of Default, or from a Senior Representative or 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; providedPROVIDED, howeverHOWEVER, that that, if the Trustee shall not have received the notice provided for in this Section by Nxxxprior to 11:00 a.m., Eastern Timetime, on the date which is two Business Day 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, on) or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 on or 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 11:00 a.m., Eastern time, two Business Days prior to such payment unless and until the Trustee shall have received an Officers’ Certificate to such effectdate. (b2) The Subject to TIA Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to or the amount Holders of Senior Indebtedness held by such PersonSecurities, for the extent to which such Person is purpose of ascertaining the Persons entitled to participate in such payment or distribution distribution, the holders of Senior Indebtedness and any other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company Company, the Agent Bank or a holder of Senior Indebtedness or from a Senior Representative or 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; providedPROVIDED, howeverHOWEVER, that that, if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, not later than 9:00 a.m. New York time on the day which is at least two Business Day Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, and premium, if any, or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after 9:00 a.m. New York time on the day which is two Business Days prior to 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 effect.. 104 (b) The Subject to TIA Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself itself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle and, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be which represents itself as a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the - 133 - amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (ai) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Subordinated Debt Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Subordinated Debt Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder one or more of the holders of Senior Indebtedness (or their representative), with respect to a Payment Event of Default, or one or more of the holders of Specified Senior Indebtedness (or their representatives) with respect to a Non-Payment Event of Default, or from a Senior Representative or any trustee, fiduciary or agent therefor; 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, however, that that, if the Trustee shall not have received the notice provided for in this Section by Nxxx12.09 prior to 11:00 a.m., Eastern Timetime, on the date which is two Business Day 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, on) or interest on any Subordinated Debt Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 on or 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 11:00 a.m. Eastern time two Business Days prior to such payment unless and until the Trustee shall have received an Officers’ Certificate to such effectdate. (bii) The Subject to Trust Indenture Act Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle XII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to or the amount Holders of Senior Indebtedness held by such PersonSubordinated Debt Securities, for the extent to which such Person is purpose of ascertaining the Persons entitled to participate in such payment or distribution distribution, the holders of Senior Indebtedness and any other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentArticle XII.

Notice to Trustee. (a) The Company shall will give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article 14 or any other provision of this Indenture, the Trustee shall will not be ---------- charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall will have received written notice thereof from the Company or a holder one or more of the holders of Senior Indebtedness (or their representative), with respect to a Payment Default, or one or more of the holders of Specified Senior Indebtedness (or their representatives), with respect to a Non-payment Event of Default, or from a Senior Representative or any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall Trustee, subject to TIA Sections 315(a) through 315(d), will be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall will not have received the notice provided for in this Section by Nxxx, prior to 11:00 a.m. Eastern Time, on the ------------ date which is two Business Day 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, on) or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, the Trustee shall will 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 will not be affected by any notice to the contrary which may be received by it on or 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 11:00 a.m. Eastern Time, two Business Days prior to such payment unless and until the Trustee shall have received an Officers’ Certificate to such effect.date. ------------ (b) The Subject to TIA Sections 315(a) through 315(d), the Trustee shall will be entitled to conclusively rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle 14, the Trustee may request such Person to furnish evidence to the ---------- reasonable satisfaction of the Trustee as to or the amount Holders of Senior Indebtedness held by such PersonSecurities, for the extent to which such Person is purpose of ascertaining the Persons entitled to participate in such payment or distribution distribution, the holders of Senior Indebtedness and any other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.Article 14. ---------- 108

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness Debt or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the third Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior IndebtednessDebt, a Senior Representative 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 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’ Officer’s Certificate to such effect. (b) The Subject to Section 6.1, the Trustee shall be entitled to rely conclusively on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.. ​

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be which represents itself as a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Issuers shall give prompt written notice to the Trustee of any fact known to the Company Issuers which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company Issuers or a holder of Senior Indebtedness or from a Senior Representative or 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 11.09, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 11.09 in accordance with Section 12.02 at least two Business Day 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, premium, if any, or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative Indebtedness or any trustee, fiduciary or agent thereoftherefor, 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 in accordance with Section 12.02 to the contrary which may be received by it after within two Business Days prior to 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 effect. (b) The Subject to the provisions of Section 7.01 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company Issuers by a Person representing himself itself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company Issuers shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle 11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle 11, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or any 108 -101- 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the Business Day at least two business days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after less than two business days prior to 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 effect. (b) The Subject to the provisions of Section 7.01 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself itself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle 11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle 11, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.. 109 -102-

Notice to Trustee. (a) The Company Issuer shall give prompt written notice to the Trustee and to any paying agent of any fact known to the Company Issuer which would prohibit the making of any payment of moneys to or by the Trustee or any paying agent in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article. Regardless of anything to the contrary contained in this Article or any other provision of elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt or 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 of moneys to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an officer of the Company Issuer, or by a holder or agent of a holder of Senior Indebtedness Debt who shall have been certified by the Issuer or from a otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent, or by the trustee under any indenture pursuant to which Senior Representative or any trusteeDebt shall be outstanding, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall shall, subject to Sections 5.01 and 5.02, be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the a date at least two Business Day Days prior to the date upon which by the terms hereof any money may such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, of or interest on any Security)) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, regardless of anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money moneys 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 on or after such prior date; nor . Regardless of anything to the contrary herein, nothing shall prevent (a) any payment by the Issuer or the Trustee be charged to the Securityholders of amounts in connection with knowledge a redemption of Securities if (i) notice of such redemption has been given pursuant to Article 11 prior to the curing of any such default or the elimination of the act or condition preventing any such payment unless and until receipt by the Trustee shall have received an Officers’ Certificate to of written notice as aforesaid, and (ii) such effect. notice of redemption is given not earlier than 60 days before the redemption date, or (b) any payment by the Trustee to the Securityholders of amounts deposited with it pursuant to Section 9.01. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefortrustee on behalf of such holder) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (Debt or a trustee, fiduciary or agent therefor); provided, however, that failure to give trustee on behalf of any such notice to the Company shall not affect in any way the ability of the Trustee to rely on such noticeHolder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company and the Guarantors shall give prompt written notice to the Trustee of any fact known to the Company or the Guarantors which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article or any other provision of this Indenture, the Twelve. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Guarantor Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company or the Guarantors, or by a holder of Guarantor Senior Indebtedness or from a Senior Representative or 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, however, PROVIDED that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 12.06 at least two Business Day 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, of or premium, if any, or interest or Liquidated Damages, if any, on any Security), then, regardless of anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money any moneys from the Guarantors and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date; nor . Nothing contained in this Section 12.06 shall limit the Trustee be charged with knowledge right of the curing holders 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 Guarantor Senior Indebtedness to such effect. (b) recover payments as contemplated by Section 12.03. 90 -82- The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Guarantor Senior Indebtedness (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of Guarantor Senior Representative Indebtedness or a holder trustee or representative on behalf of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give any such notice to the Company shall not affect in any way the ability of the Trustee to rely on such noticeholder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Twelve, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall Issuers will give prompt written notice to the Trustee of any fact known to the Company Issuers which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XI or any other provision of this Indenture, the Trustee shall will not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall will have received written notice thereof from the Company or a holder one or more of the holders of Senior Indebtedness (or their Representative), with respect to a Payment Default, or one or more of the holders of Designated Senior Indebtedness (or their representatives), with respect to a Non-Payment Event of Default, or from a Senior Representative or any trustee, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall Trustee, subject to TIA §§ 315(a) through 315(d), will be entitled in all respects to assume that no such facts exist; provided, however, that that, if the Trustee shall will not have received the notice provided for in this Section by Nxxx, prior to 11:00 a.m. Eastern Time, on the date which is two Business Day 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, on) or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, the Trustee shall will 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 will not be affected by any notice to the contrary which may be received by it on or 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 11:00 a.m. Eastern Time, two Business Days prior to such payment unless and until the Trustee shall have received an Officers’ Certificate to such effectdate. (b) The Subject to TIA §§ 315(a) through 315(d), the Trustee shall will be entitled to conclusively rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle XI, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to or the amount Holders, for the purpose of Senior Indebtedness held by such Person, ascertaining the extent to which such Person is Persons entitled to participate in such payment or distribution distribution, the holders of Senior Indebtedness and any other indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentArticle XI.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be person which represents itself as a Senior Representative or a holder of Senior 108 Indebtedness (or a trustee, fiduciary or agent thereforthere for) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that If the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSenior Subordinated Notes. Notwithstanding the provisions of this Article Eight or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSenior Subordinated Notes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 8.09(a) at least three Business Day 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, premium, if any, or interest on any SecuritySenior Subordinated Notes), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after within three Business Days prior to 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 effect. Notwithstanding anything to the contrary set forth above, no written notice shall be necessary for the provisions of Section 8.01 to be effective. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Eight, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Eight, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article Fourteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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 14.09, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 14.09 at least two Business Day 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, premium, if any, of or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after within two Business Days prior to 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 effect. (b) The Subject to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Fourteen, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this ArticleArticle Fourteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. (a) The Company and each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Subsidiary Guarantees pursuant to the provisions of this Article or any other provision of this Indenture, the Twelve. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Guarantor Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company or such Subsidiary Guarantor, or by a holder of Guarantor Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 12.06 at least two Business Day 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, premium, if any, of or interest on any Security), then, regardless of anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money any moneys from any Subsidiary Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date; nor . Nothing contained in this Section 12.06 shall limit the Trustee be charged with knowledge right of the curing holders 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 Guarantor Senior Indebtedness to such effect. (b) recover payments as contemplated by Section 12.04. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Guarantor Senior Indebtedness (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Representative Indebtedness or a holder trustee or representative on behalf of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give any such notice to the Company shall not affect in any way the ability of the Trustee to rely on such noticeholder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Twelve, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. 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 the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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 11.09, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 11.09 at least two Business Day Days prior to the date upon which by the terms hereof any money may become payable for any purpose under this Inden- ture (including, without limitation, the payment of the principal of, premium, if any, of or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting limit- ing the rights and remedies of the holders of Senior Indebtedness, a Senior Representative Indebt- edness 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 after within two Business Days prior to 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 effect. (b) The Subject to the provisions of Section 7.01, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a representative, trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a representative, trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines deter- mines in good faith that further evidence is required with 125 respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Eleven, the Trustee may request such Person to furnish evidence to the reasonable satisfaction satis- faction of the Trustee as to the amount of Senior Indebtedness Indebted- ness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Eleven, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Issuers shall give prompt written notice to the Trustee of any fact known to the Company Issuers which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company Issuers or a holder of Senior Indebtedness or from a Senior Representative or 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 11.09, shall be entitled in all respects to assume that no such facts exist; provided, -------- however, that if the Trustee shall not have received the notice provided for in ------- this Section by Nxxx, Eastern Time, on the 11.09 in accordance with Section 12.02 at least two Business Day 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, premium, if any, or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative Indebtedness or any trustee, fiduciary or agent thereoftherefor, 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 in accordance with Section 12.02 to the contrary which may be received by it after within two Business Days prior to 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 effect. (b) The Subject to the provisions of Section 7.01 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company Issuers by a Person representing himself itself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give -------- ------- such notice to the Company Issuers shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle 11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle 11, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or any trustee, fiduciary agent or agent representative therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least three Business Day 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, of (and premium, if any, ) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within three Business Days prior to such date; nor shall . Subject to the Trustee be charged with knowledge provisions of Section 6.1, 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary trustee or agent attorney-in-fact therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary trustee or agent attorney-in-fact therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee or any paying agent in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article Sixteen. Regardless of anything to the contrary contained in this Article Sixteen or any other provision of elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt or 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 of moneys to or by the Trustee in respect of the SecuritiesTrustee, unless and until the Trustee shall have received written notice thereof from in writing at its principal Corporate Trust Office to that effect signed by an officer of the Company Company, or by a holder or agent of a holder of Senior Indebtedness Debt who shall have been certified by the Company or from a otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent, or by the trustee under any indenture pursuant to which Senior Representative or any trusteeDebt shall be outstanding, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall shall, subject to the provisions of Article Six, be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the a date at least three Business Day Days prior to the date upon which by the terms hereof any money may such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security)) the Trustee shall not have received with respect to such moneys the notice provided for in this Section 1606, then, regardless of anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money moneys 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 on or after such prior 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 effect. (b) . The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefortrustee on behalf of such holder) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (Debt or a trustee, fiduciary or agent therefor); provided, however, that failure to give trustee on behalf of any such notice to the Company shall not affect in any way the ability of the Trustee to rely on such noticeholder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle Sixteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Sixteen, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Publishing shall give prompt written notice to the Trustee of any fact known to the Company Publishing which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company Publishing or a holder of Senior Indebtedness or from a Senior Representative or any trustee, fiduciary or agent therefortherefore; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least two Business Day 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, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after within two Business Days prior to 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 150 - 140 - Trustee shall have received an Officers’ ' Certificate to such effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefortherefore) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company Publishing shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentPayment.

Notice to Trustee. (a) The Company Publishing shall give prompt written notice to the Trustee of any fact known to the Company Publishing which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company Publishing or a holder of Senior Indebtedness or from a Senior Representative or any trustee, fiduciary or agent therefortherefore; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least two Business Day 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, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after within two Business Days prior to 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefortherefore) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company 151 151 Publishing shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentPayment.

Notice to Trustee. (a) The Company Issuer shall give prompt ----------------- written notice to the Trustee of any fact known to the Company which Issuer that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article or any other provision of this Indenture, the Article. The Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company in writing at its Corporate Trust office to that effect signed by an Officer, or by a holder of Senior Indebtedness Debt, or from a Senior Representative or any trustee, fiduciary trustee or agent therefor; and, and prior to the receipt of any such written notice, the Trustee shall shall, subject to other provisions hereof regarding the rights and obligations of the Trustee, be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall -------- not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 10.06 at least two Business Day Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of, premiuminterest on, if any, or interest on and Other Subordinated Obligations with respect to any Security), then, notwithstanding anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money any monies from the Issuer and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such date; nor shall the Trustee be charged with knowledge prior date except for an acceleration of the curing of any Securities prior to such default or application. Nothing contained in this Section 10.06 shall limit the elimination right of the act or condition preventing any such payment unless and until holders of Senior Debt to recover payments as contemplated by this Article. The foregoing shall not apply if the Trustee shall have received an Officers’ Certificate to such effect. (b) Paying Agent is the Issuer. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Senior Indebtedness Debt (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Senior Representative Debt or a holder trustee or representative on behalf of Senior Indebtedness any such holder. (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. b) In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior 91 Indebtedness or from a Senior Representative or any trustee, fiduciary agent or agent representative therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least two Business Day 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, of (and premium, if any, ) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within two Business Days prior to such date; nor shall . Subject to the Trustee be charged with knowledge provisions of Section 6.1, 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary trustee or agent attorney-in-fact therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary trustee or agent attorney-in-fact therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article Fourteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness Debt or from a Senior Representative or 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 14.09, shall be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 14.09 at least two Business Day 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, premium, if any, of or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative Debt 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 after within two Business Days prior to 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 effect. (b) The Subject to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle Fourteen, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this ArticleArticle Fourteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company which that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness Debt or from a Senior Representative or any trustee, fiduciary agent or agent representative therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 12.8 at least two Business Day 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, premium, if any, of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within two Business Days prior to 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself himself, herself or itself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary agent, representative or agent attorney-in-fact therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary agent, representative or agent attorney-in-fact therefor); provided. With respect to any Senior Debt that is a syndicated loan, howeverall rights of the holders of such Senior Debt (including, that failure without limitation, the rights to give and receive notices) may be taken or exercised on behalf of the holders of such notice Senior Debt by an administrative agent for such holders or an equivalent party to the Company shall not affect in any way the ability of the Trustee to rely on such noticeextent set forth therein. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle XII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle XII, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness Debt or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section 11.10 by NxxxNoon, Eastern Time, on the third Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest (including Contingent Interest, if any) on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior IndebtednessDebt, a Senior Representative 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 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’ Officer's Certificate to such effect. (b) The Subject to Section 8.01, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle 11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle 11, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company Company, which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts facts, which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section 1209 by Nxxxnoon, Eastern TimeNew York City time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding notwithstanding, but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 contrary, which may be received by it 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written -------------- ----------------- notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XIII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness Debt or from a Senior Representative or any trustee, fiduciary agent or agent representative therefor; and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 13.10 at least two Business Day 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, of (and premium, if any, ) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within two Business Days prior to such date; nor shall . Subject to the Trustee be charged with knowledge provisions of Section 6.1, 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent trustee therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent trustee therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a1) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness of the Company or from a any Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, of (and premium, if any, ) or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior IndebtednessIndebtedness of the Company or an agent, a Senior Representative or any trusteerepresentative, fiduciary or agent trustee 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 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 effect. (b2) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness of the Company (or a trustee, fiduciary or agent Senior Representative therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness of the Company (or a trustee, fiduciary or agent Senior Representative therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Company held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness Debt or from a Senior Representative any trustee therefor or any trustee, fiduciary or agent thereforrepresentative thereof; 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; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least two Business Day 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 of, the principal of, premium, if any, of or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within two Business Days prior to such date; nor . The Trustee shall the Trustee not 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’ Officer's Certificate to such effect. (b) The . Subject to the provisions of Section 6.1, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company notice, by a Person representing himself itself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary trustee therefor or agent thereforrepresentative thereof) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary trustee therefor or agent thereforrepresentative thereof); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee and to any Paying Agent of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee or any Paying Agent in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article Sixteen. Regardless of anything to the contrary contained in this Article Sixteen or any other provision of elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt or 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 of moneys to or by the Trustee in respect of the SecuritiesTrustee, unless and until the Trustee shall have received written notice thereof from in writing at its principal Corporate Trust Office to that effect signed by an officer of the Company Company, or by a holder or agent of a holder of Senior Indebtedness Debt who shall have been certified by the Company or from a otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent, or by the trustee under any indenture pursuant to which Senior Representative or any trusteeDebt shall be outstanding, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall shall, subject to the provisions of Article Six, be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the a date at least three Business Day Days prior to the date upon which by the terms hereof any money may such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security)) the Trustee shall not have received with respect to such moneys the notice provided for in this Section 1606, then, regardless of anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money moneys 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 on or after such prior 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 effect. (b) . The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefortrustee on behalf of such holder) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (Debt or a trustee, fiduciary or agent therefor); provided, however, that failure to give trustee on behalf of any such notice to the Company shall not affect in any way the ability of the Trustee to rely on such noticeholder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle Sixteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Sixteen, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSenior Subordinated Notes. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesSenior Subordinated Notes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least three Business Day 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, premium, if any, or interest on any SecuritySenior Subordinated Notes), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after within three Business Days prior to 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’ Officers= Certificate to such effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article 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 the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness Indebtedness, an applicable Agent Bank or from a Senior Representative or 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; providedPROVIDED, howeverHOWEVER, that if the Trustee shall not have received the notice provided for in this Section 1309 by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, an applicable Agent Bank, a Senior Representative 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 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 effect. (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be which represents itself as an applicable Agent Bank, a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by an applicable Agent Bank, a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); providedPROVIDED, howeverHOWEVER, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Thirteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Thirteen, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company and each Subsidiary Guarantor, as the case may be, shall give prompt written notice to the Trustee and to any Paying Agent of any fact known to the Company or such Subsidiary Guarantor which would prohibit the making of any payment of moneys to or by the Trustee or any Paying Agent in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article 11. Regardless of anything to the contrary contained in this Article 11 or any other provision of elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt or 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 of moneys to or by the Trustee in respect of the SecuritiesTrustee, unless and until the Trustee shall have received written notice thereof from in writing at its principal Corporate Trust Office to that effect signed by an officer of the Company or Subsidiary Guarantor, as the case may be, or by a holder or agent of a holder of Senior Indebtedness Debt who shall have been certified by the Company or from a such Subsidiary Guarantor, or otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent, or by the trustee under any indenture pursuant to which such Senior Representative or any trusteeDebt shall be outstanding, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall shall, subject to Section 7.1, be entitled in all respects to assume that no such facts exist; provided, however, provided that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the Business Day a date at least three business days prior to the date upon which by the terms hereof any money may such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security)) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, regardless of anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money moneys 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 on or after such prior 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 effect. (b) Notwithstanding anything to the contrary herein, nothing shall prevent (a) any payment by the Company or any Subsidiary Guarantor or the Trustee to the Holders of amounts in connection with a redemption of Securities if (i) notice of such redemption has been given pursuant to Article 3 prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date, or (b) any payment by the Trustee to the Securityholders of amounts deposited with it pursuant to Article 8. (c) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefortrustee on behalf of such holder) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (Debt or a trustee, fiduciary or agent therefor); provided, however, that failure to give trustee on behalf of any such notice to the Company shall not affect in any way the ability of the Trustee to rely on such noticeholder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any 77 83 payment or distribution pursuant to this ArticleArticle 11, the Trustee may shall request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle 11, and and, if such evidence is not furnishedfurnished the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company and each Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or such Subsidiary Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article or any other provision of this Indenture, the Twelve. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Guarantor Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company or such Subsidiary Guarantor, or by a holder of Guarantor Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 12.06 at least two Business Day 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, premium, if any, of or interest on any Security), then, regardless of anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money any moneys from any Subsidiary Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date; nor . Nothing contained in this Section 12.06 shall limit the Trustee be charged with knowledge right of the curing holders 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 Guarantor Senior Indebtedness to such effect. (b) recover payments as contemplated by Section 12.03. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Guarantor Senior Indebtedness (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Representative Indebtedness or a holder trustee or representative on behalf of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give any such notice to the Company shall not affect in any way the ability of the Trustee to rely on such noticeholder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Twelve, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the at least two Business Day 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, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after within two Business Days prior to 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 effect.. -101- 112 (b) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further other evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. A certificate of the Senior Representative shall be sufficient evidence with respect to Designated Senior Indebtedness.

Notice to Trustee. (a1) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness of the Company or from a any Senior Representative or 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, however, that if the Trustee shall not have received the notice provided for in this Section by NxxxNoon, Eastern Time, on the Business Day prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of, of (and premium, if any, ) or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior IndebtednessIndebtedness of the Company or an agent, a Senior Representative or any trusteerepresentative, fiduciary or agent trustee 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 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 effect. (b2) The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness of the Company (or a trustee, fiduciary or agent Senior Representative therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness of the Company (or a trustee, fiduciary or agent Senior Representative therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Company held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company and the Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or the Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article or any other provision of this Indenture, the Twelve. The Trustee shall not be charged with knowledge of the existence of any event of default with respect to any Guarantor Senior Indebtedness or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from in writing at its Corporate Trust Office to that effect signed by an Officer of the Company or the Guarantor, or by a holder of Guarantor Senior Indebtedness or from a Senior Representative or 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, however, provided that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 12.06 at least two Business Day 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, of or premium, if any, or interest or Liquidated Damages, if any, on any Security), then, regardless of anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money any moneys from the Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date; nor . Nothing contained in this Section 12.06 shall limit the Trustee be charged with knowledge right of the curing holders 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 Guarantor Senior Indebtedness to such effect. (b) recover payments as contemplated by Section 12.03. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Guarantor Senior Indebtedness (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of Guarantor Senior Representative Indebtedness or a holder trustee or representative on behalf of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give any such notice to the Company shall not affect in any way the ability of the Trustee to rely on such noticeholder. In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Twelve, the Trustee may request such Person to furnish evidence to the 85 -78- reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Twelve, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company Each Guarantor shall give prompt written notice to the Trustee of any fact known to the Company which such Guarantor that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding Securities Guarantees pursuant to the provisions of this Article or any other provision of this Indenture, the Sixteen. The Trustee shall not be charged with the knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt of any Guarantor or of any other facts which that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company in writing at its Corporate Trust Office to that effect signed by an Officer of such Guarantor, or by a holder of such Guarantor Senior Indebtedness Debt or from a Senior Representative or any trustee, fiduciary trustee or agent thereforthereof; and, and prior to the receipt of any such written notice, the Trustee shall shall, subject to Article Six, be entitled in all respects to assume that no such facts exist; providedprovided that, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 16.6 at least three Business Day Days prior to the date upon which which, by the terms hereof of this Indenture, any money may monies shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on all obligations arising under any SecuritySecurities Guarantee), then, notwithstanding anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive any monies from such money Guarantor and to apply the same to the purpose for which such money was received they were received, and shall not be affected by any notice to the contrary which that may be received by it on or after such date; nor shall the Trustee be charged with knowledge three Business Day period except for an acceleration of the curing of any Securities prior to such default or application. Nothing contained in this Section 16.6 shall limit the elimination right of the act or condition preventing any such payment unless and until holders of Guarantor Senior Debt to recover payments as contemplated by this Article Sixteen. The foregoing shall not apply if the Trustee shall have received an Officers’ Certificate to such effect. (b) Paying Agent is the Partnership. The Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or itself to be a Senior Representative or a holder of any Guarantor Senior Indebtedness Debt (or a trusteetrustee on behalf of, fiduciary or agent thereforother representative of, such holder) to establish that such notice has been given by a holder of such Guarantor Senior Representative Debt or a holder trustee or representative on behalf of Senior Indebtedness any such holder. (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. b) In the event that the Trustee determines in good faith that further any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle Sixteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Sixteen and, and if such evidence is not furnishedfurnished to the Trustee, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (ai) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder one or more of the holders of Senior Indebtedness (or their representative), with respect to a Payment Default, or one or more of the holders of Specified Senior Indebtedness (or their representatives) with respect to a Non-payment Event of Default, or from a Senior Representative or 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, however, that that, if the Trustee shall not have received the notice provided for in this Section by Nxxxprior to 11:00 a.m., Eastern Timetime, on the date which is two Business Day 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, on) or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 on or 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 11:00 a.m. Eastern time two Business Days prior to such payment unless and until the Trustee shall have received an Officers’ Certificate to such effectdate. (bii) The Subject to TIA Sections 315(a) through 315(d), the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to or the amount Holders of Senior Indebtedness held by such PersonSecurities, for the extent to which such Person is purpose of ascertaining the Persons entitled to participate in such payment or distribution distribution, the holders of Senior Indebtedness and any other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. Upon any payment or distribution of assets of the rights of such Person under Company referred to in this Article, the Trustee, subject to TIA Sections 315(a) through 315(d), and if the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such evidence Insolvency or Liquidation Proceeding is not furnishedpending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Trustee may defer any payment holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to such Person pending judicial determination as to the right of such Person to receive such paymentthis Article.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes. Notwithstanding the provisions of this Article Fourteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness Debt or from a Senior Representative or any trustee, fiduciary or agent therefor; and, prior to the 183 receipt of any such written notice, the Trustee Trustee, subject to the provisions of this Section 14.09, shall be entitled in all respects to assume that no such facts exist; provided, however, PROVIDED that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the 14.09 at least two Business Day 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, premium, if any, or interest on any SecurityNote), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative Debt 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 after within two Business Days prior to 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 effect. (b) The Subject to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a representative, trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness Debt (or a representative, trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle Fourteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Fourteen, and if such evidence is not furnished, the Trustee may defer any payment to such 184 Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee or any paying agent in respect of the Securities. Notwithstanding Securities pursuant to the provisions of this Article Sixteen. Regardless of anything to the contrary contained in this Article Sixteen or any other provision of elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt or 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 of moneys to or by the Trustee in respect of the SecuritiesTrustee, unless and until the Trustee shall have received written notice thereof from in writing at its principal Corporate Trust Office to that effect signed by an officer of the Company Company, or by a holder or agent of a holder of Senior Indebtedness Debt who shall have been certified by the Company or from a otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent, or by the trustee under any indenture pursuant to which Senior Representative or any trusteeDebt shall be outstanding, fiduciary or agent therefor; and, prior to the receipt of any such written notice, the Trustee shall shall, subject to the provisions of Article Six, be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the a date at least three Business Day Days prior to the date upon which by the terms hereof any money may such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Security)) the Trustee shall not have received with respect to such moneys the notice provided for in this Section 1606, then, regardless of anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofcontrary, the Trustee shall have full power and authority to receive such money moneys 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 on or after such prior 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 effect. (b) . The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself to be a Senior Representative or a holder of Senior Indebtedness Debt (or a trustee, fiduciary or agent therefortrustee on behalf of such holder) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (Debt or a trustee, fiduciary or agent therefor); provided, however, that failure to give trustee on behalf of any such notice to the Company shall not affect in any way the ability of the Trustee to rely on such noticeholder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness Debt to participate in any payment or distribution pursuant to this ArticleArticle Sixteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this ArticleArticle Sixteen, and if such evidence is not furnished, furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or any trustee, fiduciary agent or agent representative 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, however, that if a Responsible Officer of the Trustee shall not have received the notice provided for in this Section by Nxxxreceived, Eastern Time, on the at least two Business Day Days prior to the date upon which by the terms hereof any such money may become payable for any purpose (including, without limitation, including the payment of the principal of, of (and premium, if any, on) or interest (including any Additional Interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative or any trustee, fiduciary or agent thereofnotwithstanding, 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 after within two Business Days prior to such date; nor shall . Subject to the Trustee be charged with knowledge provisions of Section 601, the curing of any such default or the elimination of the act or condition preventing any such payment unless and until the Trustee shall have received an Officers’ Certificate to such effect. (b) The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice to the Trustee and the Company by a Person representing himself or herself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary trustee or agent attorney-in-fact therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary trustee or agent attorney-in-fact therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Notice to Trustee. (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article 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 the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from a Senior Representative or 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 10.09, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section by Nxxx, Eastern Time, on the Business Day 10.09 prior to the date upon time at 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, premium, if any, or interest on any Security), then, anything herein contained to the contrary notwithstanding but without limiting the rights and remedies of the holders of Senior Indebtedness, a Senior Representative 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 after prior to such datetime; 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 effect. (b) The Subject to the provisions of Section 7.01, the Trustee shall be entitled to rely on the delivery to it of a written notice to the Trustee and the Company by a Person person representing himself to be a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish that such notice has been given by a Senior Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor); provided, however, that failure to give such notice to the Company shall not affect in any way the ability of the Trustee to rely on such notice. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ArticleArticle Ten, the Trustee may request such Person person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Personperson, the extent to which such Person person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person person under this ArticleArticle Ten, and if such evidence is not furnished, the Trustee may defer any payment to such Person person pending judicial determination as to the right of such Person person to receive such payment.