Common use of Rights of Trustee and Paying Agent Clause in Contracts

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article 15. The Company or any Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, or a Representative or holder of Guarantor Senior Indebtedness or any Subsidiary Guarantor may give the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor has a Representative, only the Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereof. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 15 with respect to any Guarantor Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132

Rights of Trustee and Paying Agent. A Subsidiary Note Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Note Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Note Guarantee to Guarantor Senior Indebtedness of such Subsidiary Note Guarantor. Notwithstanding Section 1503, the Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Note Guarantee and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the 115 Trustee receives notice satisfactory to it that such payments may not be made under this Article 15. The Company or any Subsidiary Issuers, a Note Guarantor, the Registrar or co-registrar, the Paying Agent, or a Representative or a holder of Guarantor Senior Indebtedness or any Subsidiary of a Note Guarantor may give the notice; provided provided, however, that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Note Guarantor has a Representative, only the Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Note Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereof. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Note Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 15 with respect to any Guarantor Senior Indebtedness of a Subsidiary Note Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Note Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132Section 1510. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of a Note Guarantor, the distribution may be made and the notice given to their Representative (if any).

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary on the Guarantee and shall not be charged with knowledge of the existence until it receives written notice of facts that would prohibit the making cause a payment of any such payments unless, not less than two Business Days prior amounts due with respect to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory Guarantee to it that payments may not be made under violate this Article 15XIV. The Company or any Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, Only LifePoint or a Representative representative or agent of a holder of Guarantor an issue of LifePoint Senior Indebtedness or any Subsidiary Guarantor may give the notice; provided that, if an issue a holder of Guarantor LifePoint Senior Indebtedness of a Subsidiary Guarantor that has a Representative, only the Representative no such representative or agent may give the notice. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Guarantor LifePoint Senior Indebtedness of a Subsidiary Guarantor (or a Representative representative or agent on behalf of such holder) to establish that such notice has been given by a holder of such LifePoint Senior Indebtedness or Representative thereofa representative or agent on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person who is a holder of LifePoint Senior Indebtedness to participate in any payment or distribution pursuant to this Article XIV, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of LifePoint 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 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 or until such time as the Trustee shall be otherwise satisfied as to the right of such person to receive such payment. The Trustee in its individual or any other capacity may hold Guarantor LifePoint Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Any Agent may do the same with like rights. The Trustee shall not be deemed to owe any fiduciary duty to the holders of LifePoint Senior Indebtedness and shall not be liable to any such holder if it shall mistakenly pay over or distribute to Holders or LifePoint or any other person money or assets to which any holders of LifePoint Senior Indebtedness shall be entitled to all the rights set forth in by virtue of this Article 15 with respect to any Guarantor Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by itXIV or otherwise. ANNEX D FORM OF PRIVATE PLACEMENT LEGEND THIS SECURITY AND THE LIFEPOINT COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holderAS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. Nothing in this Article 15 shall apply to claims ofBY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, or payments to, the Trustee under or pursuant to Section 707. 132THE ACQUIRER:

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee and shall not be charged with knowledge of on the existence Notes until it receives written notice of facts that would prohibit cause a payment of principal of or interest on the making of any such payments unlessNotes to violate this Article. Only the Company, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article 15. The Company or any Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, or a Representative or a holder of Guarantor Senior Indebtedness or any Subsidiary Guarantor may give the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor that has a Representative, only the no Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative on behalf of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a Representative thereofon behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person who is 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 or until such time as the Trustee shall be otherwise satisfied as to the right of such person to receive such payment. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Any Agent may do the same with like rights. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holder if it shall mistakenly pay over or distribute to Holders or the Company or any other person money or assets to which any holders of Senior Indebtedness shall be entitled to all the rights set forth in by virtue of this Article 15 with respect to any Guarantor Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132otherwise.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee and shall not be charged with knowledge of on the existence Securities until it receives written notice of facts that would prohibit the making cause a payment of any such payments unless, not less than two Business Days prior amounts due with respect to the date of such paymentSecurities to violate this ARTICLE XI. Only the Company, a Responsible Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article 15. The Company or any Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, or a Representative or a holder of Guarantor Senior Indebtedness or any Subsidiary Guarantor may give the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor that has a Representative, only the no Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative on behalf of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a Representative thereofon behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person who is a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this ARTICLE XI, 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 or until such time as the Trustee shall be otherwise satisfied as to the right of such person to receive such payment. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Any Agent may do the same with like rights. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holder if it shall mistakenly pay over or distribute to Securityholders or the Company or any other person money or assets to which any holders of Senior Indebtedness shall be entitled to all the rights set forth in by virtue of this Article 15 with respect to any Guarantor Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, ARTICLE XI or payments to, the Trustee under or pursuant to Section 707. 132otherwise.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee on the Notes and shall not be charged with knowledge the related Guarantees of the existence Notes until it receives written notice of facts that would prohibit cause a payment of principal of or interest on the making of any such payments unless, not less than two Business Days prior to Notes and the date of such payment, a Responsible Officer Guarantees of the Trustee receives notice satisfactory Notes to it that payments may not be made under violate this Article 15Article. The Company or any Only a Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, or a Representative or a holder of an issue of Subsidiary Guarantor Senior Indebtedness or any Subsidiary Guarantor may give the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor that has a Representative, only the no Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Subsidiary Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative on behalf of such holder) to establish that such notice has been given by a holder of such Subsidiary Guarantor Senior Indebtedness or a Representative thereofon behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person who is a holder of Subsidiary Guarantor 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 Subsidiary Guarantor Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article, 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 or until such time as the Trustee shall be otherwise satisfied as to the right of such person to receive such payment. The Trustee in its individual or any other capacity may hold Subsidiary Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Any Agent may do the same with like rights. The Trustee shall not be entitled deemed to all owe any fiduciary duty to the rights set forth in this Article 15 with respect to any holders of Subsidiary Guarantor Senior Indebtedness of a and shall not be liable to any such holder if it shall mistakenly pay over or distribute to Holders, any Subsidiary Guarantor which may at any time be held by it, to the same extent as or any other holder person money or assets to which any holders of Subsidiary Guarantor Senior Indebtedness shall be entitled by virtue of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132otherwise.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee on the Notes and shall not be charged with knowledge the related Guarantees of the existence Notes until it receives written notice of facts that would prohibit cause a payment of principal of or interest on the making Notes and the Guarantees of any such payments unless, not less than two Business Days prior the Notes to the date of such paymentviolate this Article. Only Holdings, a Responsible Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article 15. The Company or any Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, or a Representative or a holder of Guarantor Senior Indebtedness or any Subsidiary Guarantor may give the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor that has a Representative, only the no Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative on behalf of such holder) to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness or a Representative thereofon behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person who is a holder of Guarantor 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 Guarantor Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article, 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 or until such time as the Trustee shall be otherwise satisfied as to the right of such person to receive such payment. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Any Agent may do the same with like rights. The Trustee shall not be entitled deemed to all the rights set forth in this Article 15 with respect to owe any Guarantor Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by it, fiduciary duty to the same extent as any other holder holders of Guarantor Senior Indebtedness and shall not be liable to any such holder if it shall mistakenly pay over or distribute to Holders, Holdings or any Guarantor or any other person money or assets to which any holders of such Subsidiary Guarantor; and nothing in Article 7 Guarantor Senior Indebtedness shall deprive the Trustee be entitled by virtue of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132otherwise.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or any Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee in respect of the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments payment unless, not less than two three Business Days prior to the date of any such payment, a Responsible Officer of the Trustee receives written notice reasonably satisfactory to it that payments in respect of the Securities may not be made under this Article 15Article. Only the Subsidiary Guarantor, a Representative (satisfactorily identified to the Trustee) or a holder of a class of Guarantor Senior Indebtedness that has no Representative (satisfactorily identified to the Trustee) may give the notice. Prior to the receipt of such notice, the Trustee and any Paying Agent shall be entitled in all respects to assume that no such facts exist. In any case, the Trustee shall have no responsibility to the holders of Guarantor Senior Indebtedness for payments made to Holders by a Subsidiary Guarantor or any Paying Agent unless such payments are made at the direction of the Trustee after receipt of such notice referred to above. Neither the Trustee nor any Paying Agent shall be deemed to owe any fiduciary duty to the holders of Guarantor Senior Indebtedness. With respect to the holders of Guarantor Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Supplemental Indenture, and no implied covenants or obligations with respect to the holders of Guarantor Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be liable to any holders of Guarantor Senior Indebtedness if it shall mistakenly pay over or deliver to Holders, the Company or any Subsidiary Guarantor, the Registrar other Person moneys or co-registrar, the Paying Agent, or a Representative or assets to which any holder of Guarantor Senior Indebtedness or any Subsidiary Guarantor may give the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor has a Representative, only the Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it by virtue of a written notice by a Person representing himself this Supplemental Indenture or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereofotherwise. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and This Section is solely for the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 15 with respect to any Guarantor Senior Indebtedness benefit of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee and any Paying Agents and shall not limit the obligations of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee Holders under or pursuant to Section 707. 13212 hereof.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor ---------------------------------- shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, ------------ the Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article 15. The Company or any Subsidiary Guarantor, the Registrar or ---------- co-registrar, the Paying Agent, or a Representative or holder of Guarantor Senior Indebtedness or any Subsidiary Guarantor may give the notice; provided -------- that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor has a Representative, only the Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereof. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 15 with respect to any Guarantor Senior Indebtedness ---------- of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its --------- rights as such holder. Nothing in this Article 15 shall apply to claims of, or ---------- payments to, the Trustee under or pursuant to Section 707. 132-----------

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives notice satisfactory to it that such payments may not be made under this Article 15XV. The Company or any Company, a Subsidiary Guarantor, the Note Registrar or co-registrar, the Paying Agent, or a Representative or a holder of Guarantor Senior Indebtedness or any of a Subsidiary Guarantor may give the notice; provided provided, however, that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor has a Representative, only the Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereof. The Trustee Trustee, in its individual or any other capacity capacity, may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Note Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 15 XV with respect to any Guarantor Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 VII shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 15 XV shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132121

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee and shall not be charged with knowledge of on the existence Notes until it receives written notice of facts that would prohibit cause a payment of principal of or interest on the making of any such payments unlessNotes to violate this Article. Only the Company, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article 15. The Company or any Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, or a Representative or a holder of Guarantor Senior Indebtedness or any Subsidiary Guarantor may give the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor that has a Representative, only the no Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative on behalf of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a Representative thereofon behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person who is 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 or until such time as the Trustee shall be otherwise satisfied as to the right of such Person to receive such payment. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Any Agent may do the same with like rights. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holder if it shall mistakenly pay over or distribute to Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled to all the rights set forth in by virtue of this Article 15 with respect to any Guarantor Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132otherwise.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or any Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee in respect of the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments payment unless, not less than two three Business Days prior to the date of any such payment, a Responsible Officer of the Trustee receives written notice reasonably satisfactory to it that payments in respect of the Securities may not be made under this Article 15Article. The Company or any Only the Subsidiary Guarantor, a Representative (satisfactorily identified to the Registrar or co-registrar, the Paying Agent, Trustee) or a Representative or holder of Guarantor a class of Senior Indebtedness or any Subsidiary Guarantor may give that has no Representative (satisfactorily identified to the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor has a Representative, only the Representative Trustee) may give the notice. Prior to the receipt of such notice, the Trustee and any Paying Agent shall be entitled in all respects to assume that no such facts exist. In any case, the Trustee shall have no responsibility to the holders of Senior Indebtedness for payments made to Holders by a Subsidiary Guarantor or any Paying Agent unless such payments are made at the direction of the Trustee after receipt of such notice referred to above. Neither the Trustee nor any Paying Agent shall be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Supplemental Indenture, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be liable to any holders of Senior Indebtedness if it shall mistakenly pay over or deliver to Holders, the Company or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled to rely on the delivery to it by virtue of a written notice by a Person representing himself this Supplemental Indenture or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereofotherwise. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and This Section is solely for the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 15 with respect to any Guarantor Senior Indebtedness benefit of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee and any Paying Agents and shall not limit the obligations of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee Holders under or pursuant to Section 707. 13212 hereof.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee on the Notes and shall not be charged with knowledge of the existence related Note Guarantees until it receives written notice of facts that would prohibit cause a payment of principal of or interest on the making of any such payments unless, not less than two Business Days prior Notes and the Note Guarantees to violate this Article. Only the date of such paymentCompany, a Responsible Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article 15. The Company or any Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, or a Representative or a holder of Guarantor Senior Indebtedness or any Subsidiary Guarantor may give the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor Debt that has a Representative, only the no Representative may give the notice. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor Debt (or a Representative on behalf of such holder) to establish that such notice has been given by a holder of Guarantor Senior Debt or a Representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person who is a holder of Guarantor Senior Indebtedness Debt to participate in any payment or Representative thereofdistribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or dis- tribution 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 or until such time as the Trustee shall be otherwise satisfied as to the right of such Person to receive such payment. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor Debt with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Any Agent may do the same with like rights. The Trustee shall not be entitled deemed to all the rights set forth in this Article 15 with respect to owe any Guarantor Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by it, fiduciary duty to the same extent as any other holder holders of Guarantor Senior Indebtedness Debt and shall not be liable to any such holder if it shall mistakenly pay over or distribute to Holders, or any Guarantor or any other Person money or assets to which any holders of such Subsidiary Guarantor; and nothing in Article 7 Guarantor Senior Debt shall deprive the Trustee be entitled by virtue of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132otherwise.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or any Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee in respect of the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments payment unless, not less than two three Business Days prior to the date of any such payment, a Responsible Officer of the Trustee receives written notice reasonably satisfactory to it that payments in respect of the Securities may not be made under this Article 15Article. The Company or any Only a Subsidiary Guarantor, a Representative (satisfactorily identified to the Registrar or co-registrar, the Paying Agent, Trustee) or a Representative or holder of Guarantor a class of Senior Indebtedness or any Subsidiary Guarantor may give that has no Representative (satisfactorily identified to the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor has a Representative, only the Representative Trustee) may give the notice. Prior to the receipt of such notice, the Trustee and any Paying Agent shall be entitled in all respects to assume that no such facts exist. In any case, the Trustee shall have no responsibility to the holders of Senior Indebtedness for payments made to Holders by a Subsidiary Guarantor or any Paying Agent unless such payments are made at the direction of the Trustee after receipt of such notice referred to above. Neither the Trustee nor any Paying Agent shall be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 12, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be liable to any holders of Senior Indebtedness if it shall mistakenly pay over or deliver to Holders, the Company or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled to rely on the delivery to it by virtue of a written notice by a Person representing himself this Article 12 or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereofotherwise. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and This Section is solely for the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 15 with respect to any Guarantor Senior Indebtedness benefit of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee and any Paying Agents and shall not limit the obligations of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee Holders under or pursuant to Section 707. 13212.5.

Rights of Trustee and Paying Agent. A Subsidiary Note Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Note Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Note Guarantee to Guarantor Senior Indebtedness of such Subsidiary Note Guarantor. Notwithstanding Section 1503, the Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Note Guarantee and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article 15. The Company or any Subsidiary Note Guarantor, the Registrar or co-registrar, the Paying Agent, or a Representative or holder of Guarantor Senior Indebtedness or of any Subsidiary Note Guarantor may give the notice; provided provided, that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Note Guarantor has a Representative, only the Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Note Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereof. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Note Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 15 with respect to any Guarantor Senior Indebtedness of a Subsidiary Note Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Note Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132.

Rights of Trustee and Paying Agent. A Subsidiary The Parent Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary the Parent Senior Subordinated Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary the Parent Senior Subordinated Guarantee to Parent Guarantor Senior Indebtedness of such Subsidiary GuarantorIndebtedness. Notwithstanding Section 1503, the Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary the Parent Senior Subordinated Guarantee and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives notice satisfactory to it that such payments may not be made under this Article 15XV. The Company or any Subsidiary Company, the Parent Guarantor, the Note Registrar or co-registrar, the Paying Agent, a Parent Guarantor Representative or a Representative or holder of Parent Guarantor Senior Indebtedness or any Subsidiary Guarantor may give the notice; provided provided, however, that, if an issue of Parent Guarantor Senior Indebtedness of a Subsidiary Guarantor has a Parent Guarantor Representative, only the Parent Guarantor Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Parent Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Parent Guarantor Representative of such holder) to establish that such notice has been given by a holder of such Parent Guarantor Senior Indebtedness or Parent Guarantor Representative thereof. The Trustee Trustee, in its individual or any other capacity capacity, may hold Parent Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Note Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 15 XV with respect to any Parent Guarantor Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Parent Guarantor Senior Indebtedness of such Subsidiary GuarantorIndebtedness; and nothing in Article 7 VII of this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 15 XV shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132707 of this Indenture.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or any Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee in respect of the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments payment unless, not less than two three Business Days prior to the date of any such payment, a Responsible Officer of the Trustee receives written notice reasonably satisfactory to it that payments in respect of the Securities may not be made under this Article 15Article. The Company or any Only a Subsidiary Guarantor, a Representative (satisfactorily identified to the Registrar or co-registrar, the Paying Agent, Trustee) or a Representative or holder of Guarantor a class of Senior Indebtedness or any Subsidiary Guarantor may give that has no Representative (satisfactorily identified to the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor has a Representative, only the Representative Trustee) may give the notice. Prior to the receipt of such notice, the Trustee and any Paying Agent shall be entitled in all respects to assume that no such facts exist. In any case, the Trustee shall have no responsibility to the holders of Senior Indebtedness for payments made to Holders by a Subsidiary Guarantor or any Paying Agent unless such payments are made at the direction of the Trustee after receipt of such notice referred to above. Neither the Trustee nor any Paying Agent shall be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 12, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be liable to any holders of Senior Indebtedness if it shall mistakenly pay over or deliver to Holders, the Company or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled to rely on the delivery to it by virtue of a written notice by a Person representing himself this Article 12 or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereofotherwise. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and This Section is solely for the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 15 with respect to any Guarantor Senior Indebtedness benefit of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee and any Paying Agents and shall not limit the obligations of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132Holders.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or any Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee in respect of the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments payment unless, not less than two three Business Days prior to the date of any such payment, a Responsible Officer of the Trustee receives written notice reasonably satisfactory to it that payments in respect of the Securities may not be made under this Article 15Article. The Company or any Subsidiary Only a Guarantor, a Representative (satisfactorily identified to the Registrar or co-registrar, the Paying Agent, Trustee) or a Representative or holder of a class of Guarantor Senior Indebtedness or any Subsidiary Guarantor may give Debt that has no Representative (satisfactorily identified to the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor has a Representative, only the Representative Trustee) may give the notice. Prior to the receipt of such notice, the Trustee and any Paying Agent shall be entitled in all respects to assume that no such facts exist. In any case, the Trustee shall have no responsibility to the holders of Guarantor Senior Debt for payments made to Holders by a Guarantor or any Paying Agent unless such payments are made at the direction of the Trustee after receipt of such notice referred to above. Neither the Trustee nor any Paying Agent shall be deemed to owe any fiduciary duty to the holders of Guarantor Senior Debt. With respect to the holders of Guarantor Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 12, and no implied covenants or obligations with respect to the holders of Guarantor Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be liable to any holders of Guarantor Senior Debt if it shall mistakenly pay over or deliver to Holders, the Company or any other Person moneys or assets to which any holder of Guarantor Senior Debt shall be entitled to rely on the delivery to it by virtue of a written notice by a Person representing himself this Article 12 or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereofotherwise. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor Debt with the same rights it would have if it were not Trustee. The Registrar This Section is solely for the benefit of the Trustee and co-registrar and the any Paying Agent may do and shall not limit the same with like rights. The Trustee shall be entitled to all obligations of the rights set forth in this Article 15 with respect to any Guarantor Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee Holders under or pursuant to Section 707. 13212.5.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee on the Securities and shall not be charged with knowledge the related Guarantees of the existence Securities until it receives written notice of facts that would prohibit cause a payment of principal of or interest on the making Securities and the Guarantees of any such payments unless, not less than two Business Days prior the Securities to violate this Article. Only the date of such paymentIssuers, a Responsible Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article 15. The Company or any Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent, or a Representative or a holder of Guarantor Senior Indebtedness or any Subsidiary Guarantor may give the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor that has a Representative, only the no Representative may give the notice. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative on behalf of such holder) to establish that such notice has been given by a holder of such Guarantor Senior Indebtedness or a Representative thereofon behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person who is a holder of Guarantor 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 Guarantor Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article, 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 or until such time as the Trustee shall be otherwise satisfied as to the right of such person to receive such payment. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Any Agent may do the same with like rights. The Trustee shall not be entitled deemed to all the rights set forth in this Article 15 with respect to owe any Guarantor Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by it, fiduciary duty to the same extent as any other holder holders of Guarantor Senior Indebtedness and shall not be liable to any such holder if it shall mistakenly pay over or distribute to Holders, or any Guarantor or any other person money or assets to which any holders of such Subsidiary Guarantor; and nothing in Article 7 Guarantor Senior Indebtedness shall deprive the Trustee be entitled by virtue of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132otherwise.

Rights of Trustee and Paying Agent. A Subsidiary Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Guarantee to Guarantor Senior Indebtedness of such Subsidiary Guarantor. Notwithstanding Section 1503, the The Trustee or any Paying Agent may continue to make payments pursuant to such Subsidiary Guarantee in respect of the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments payment unless, not less than two three Business Days prior to the date of any such payment, a Responsible Officer of the Trustee receives written notice reasonably satisfactory to it that payments in respect of the Securities may not be made under this Article 15Article. The Company or any Only a Subsidiary Guarantor, a Representative (satisfactorily identified to the Registrar or co-registrar, the Paying Agent, Trustee) or a Representative or holder of Guarantor a class of Senior Indebtedness or any Subsidiary Guarantor may give that has no Representative (satisfactorily identified to the notice; provided that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Guarantor has a Representative, only the Representative Trustee) may give the notice. Prior to the receipt of such notice, the Trustee and any Paying Agent shall be entitled in all respects to assume that no such facts exist. In any case, the Trustee shall have 109 no responsibility to the holders of Senior Indebtedness for payments made to Holders by a Subsidiary Guarantor or any Paying Agent unless such payments are made at the direction of the Trustee after receipt of such notice referred to above. Neither the Trustee nor any Paying Agent shall be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 12, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be liable to any holders of Senior Indebtedness if it shall mistakenly pay over or deliver to Holders, the Company or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled to rely on the delivery to it by virtue of a written notice by a Person representing himself this Article 12 or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereofotherwise. The Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness of a Subsidiary Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and This Section is solely for the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 15 with respect to any Guarantor Senior Indebtedness benefit of a Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Guarantor; and nothing in Article 7 shall deprive the Trustee and any Paying Agents and shall not limit the obligations of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee Holders under or pursuant to Section 707. 13212.5.

Rights of Trustee and Paying Agent. A Subsidiary Note Guarantor shall give prompt written notice to the Trustee of any fact known to it that would prohibit the making of any payment to or by the Trustee in respect of its Subsidiary Note Guarantee. Failure to give such notice shall not affect the subordination of the payments pursuant to its Subsidiary Note Guarantee to Guarantor Senior Indebtedness of such Subsidiary Note Guarantor. Notwithstanding Section 1503, the Trustee or Paying Agent may continue to make payments pursuant to such Subsidiary Note Guarantee and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Trust Officer of the Trustee receives notice satisfactory to it that such payments may not be made under this Article 15. The Company or any Subsidiary Company, a Note Guarantor, the Note Registrar or co-registrar, the Paying Agent, or a Representative or a holder of Guarantor Senior Indebtedness or any Subsidiary of a Note Guarantor may give the notice; provided provided, however, that, if an issue of Guarantor Senior Indebtedness of a Subsidiary Note Guarantor has a Representative, only the Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Guarantor Senior Indebtedness of a Subsidiary Note Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or Representative thereof. The Trustee Trustee, in its individual or any other capacity capacity, may hold Guarantor Senior Indebtedness of a Subsidiary Note Guarantor with the same rights it would have if it were not Trustee. The Note Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 15 with respect to any Guarantor Senior Indebtedness of a Subsidiary Note Guarantor which may at any time be held by it, to the same extent as any other holder of Guarantor Senior Indebtedness of such Subsidiary Note Guarantor; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 707. 132.