Common use of No Duty of Trustee and Agents to Ascertain Default Clause in Contracts

No Duty of Trustee and Agents to Ascertain Default. The Trustee and the Agents are not obligated to monitor or ascertain whether any Default or Event of Default has occurred or is continuing and will not be responsible to Holders or any other person for any loss arising from any failure by it to do so. The Trustee and the Agents may assume that no Default or Event of Default has occurred (except when there is a default in payment of principal of, or interest on, any Notes, provided that in the case of the Trustee where the Trustee or its Affiliate is acting as the paying agent) and that the Company, the Parent Guarantor and the Subsidiary Guarantors are each performing all of their respective obligations under this Indenture and the Notes unless a Responsible Officer of the Trustee or the relevant Agent, as the case may be, has received written notice of the occurrence of such event or facts establishing that a Default or an Event of Default has occurred or that the Company, the Parent Guarantor or the Subsidiary Guarantor are not performing all of their obligations under this Indenture and/or the Notes. The Trustee is not obligated to notify the Shared Security Agent of any Default or Event of Default under the Intercreditor Agreement unless the Holders have instructed the Trustee in writing and have offered to the Trustee indemnity and/or security and/or pre-funding to its satisfaction against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

No Duty of Trustee and Agents to Ascertain Default. The Trustee and the Agents are not obligated to monitor or ascertain whether any Default or Event of Default has occurred or is continuing continuing, or that the Company is not performing all of its obligations, and will not be responsible to Holders or any other person for any loss arising from any failure by it to do so. The Trustee and the Agents may assume that no Default or Event of Default such event has occurred (except when (i) there is a default in payment of principal of, or interest Distribution (including any Arrears of Distribution and any Additional Distribution Amount due on an Arrears of Distribution Discharge Date or Call Settlement Date) on, any NotesSecurities, provided that and (ii) in the case of the Trustee where Trustee, the Trustee or its Affiliate is acting as the paying agent; provided that (x) the Company has provided an Officer’s Certificate setting forth the Distribution Rate to the Trustee and the Principal Paying Agent in accordance with ‎Section 2.05(c) and (y) no Optional Distribution Deferral Notice has been provided by the Company to the Holders and the Trustee pursuant to ‎Section 2.05(d)) and that the Company, the Parent Guarantor and the Subsidiary Guarantors are each Company is performing all of their respective its obligations under this Indenture and the Notes Securities unless a Responsible Officer of the Trustee or the relevant Agent, as the case may be, has received written notice of the occurrence of such event or facts establishing that a Default or an Event of Default has occurred or that the Company, the Parent Guarantor or the Subsidiary Guarantor are Company is not performing all of their its obligations under this Indenture and/or the Notes. The Trustee is not obligated to notify the Shared Security Agent of any Default or Event of Default under the Intercreditor Agreement unless the Holders have instructed the Trustee in writing and have offered to the Trustee indemnity and/or security and/or pre-funding to its satisfaction against the costs, expenses and liabilities that might be incurred by it in compliance with such request or directionSecurities.