Common use of Notice to the Noteholders Clause in Contracts

Notice to the Noteholders. The Guarantor shall give prompt written notice to the Purchaser, its Nominees and each other Noteholder of any fact known to the Guarantor which would prohibit the making of any payment to the Purchaser, its Nominees or any other Noteholder under this Guaranty. Notwithstanding the provisions of this Section 2.2 or any other provision of this Guaranty, the Purchaser (a) shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to the Purchaser, its Nominees or any other Noteholder under this Guaranty in respect of this Guaranty, unless and until the Purchaser, its Nominees or any other Noteholder shall have received written notice thereof from the Guarantor, the Senior Agent or a holder of Senior Indebtedness or from any trustee therefor (and, prior to the receipt of any such written notice, the Purchaser, its Nominees and each other Noteholder shall be entitled in all respects to assume that no such facts exist); and (b) shall be entitled to receive and retain all payments made by or on behalf of the Guarantor prior to receipt by the Purchaser under this Guaranty of any such written notice. All notices and other communications provided to the Purchaser under this Guaranty shall be in writing or by telecopy and addressed or delivered to it c/o Jordan/Zalaznick Advisers, Inc., at ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., or at such other address as may be designated by the Purchaser. Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by telecopy, shall be deemed given when transmitted.

Notice to the Noteholders. The Guarantor shall give prompt ------------------------- written notice to the Purchaser, its Nominees and each other Noteholder of any fact known to the Guarantor which would prohibit the making of any payment to the Purchaser, its Nominees or any other Noteholder under this Guaranty. Notwithstanding the provisions of this Section 2.2 or any other provision of ----------- this Guaranty, the Purchaser (a) shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to the Purchaser, its Nominees or any other Noteholder under this Guaranty in respect of this Guaranty, unless and until the Purchaser, its Nominees or any other Noteholder shall have received written notice thereof from the Guarantor, the Senior Agent or a holder of Senior Indebtedness or from any trustee therefor (and, prior to the receipt of any such written notice, the Purchaser, its Nominees and each other Noteholder shall be entitled in all respects to assume that no such facts exist); and (b) shall be entitled to receive and retain all payments made by or on behalf of the Guarantor prior to receipt by the Purchaser under this Guaranty of any such written notice. All notices and other communications provided to the Purchaser under this Guaranty shall be in writing or by telecopy and addressed or delivered to it c/o Jordan/Zalaznick Advisers, Inc., at ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., or at such other address as may be designated by the Purchaser. Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by telecopy, shall be deemed given when transmitted.