Common use of Assumption of No Default Clause in Contracts

Assumption of No Default. (a) The Security Trustee shall not be bound to ascertain whether any Intercompany Loan Event of Default or Potential Intercompany Loan Event of Default has happened and, until it shall have actual knowledge or express notice to the contrary, the Security Trustee shall be entitled to assume that no such Intercompany Loan Event of Default or Potential Intercompany Loan Event of Default has happened and that Funding is observing and performing all the obligations on its part contained in each Intercompany Loan Agreement and no event has happened as a consequence of which any Intercompany Loan may become repayable. (b) The Security Trustee shall not be bound to ascertain whether any Completion Event or any failure by the Seller to comply with any of its obligations under the Mortgage Sale Agreement or any event which with the giving of notice or expiry of any grace period or certification as specified in respect of such Completion Event or Seller failure of its obligations would constitute the same has happened and, until it shall receive express notice to the contrary from any party to the Transaction Documents, the Security Trustee shall be entitled to assume that no such Completion Event or Seller failure of its obligations or such other event as described above has happened and that Funding, the Administrator or the Seller (as the case may be) is observing and performing all of their respective obligations contained in each of the Transaction Documents to which they are a party. (c) The Security Trustee shall not be bound to ascertain whether any material breach of any of the Representations and Warranties referred to in Clause 8 of the Mortgage Sale Agreement or any event which with the giving of notice or expiry of any grace period or certification as specified in such representation and warranties would constitute the same has happened and, until it shall receive express notice to the contrary from any party to the Transaction Documents, the Security Trustee shall be entitled to assume that no such breach or such other event as described above has happened and that the Seller is observing and performing its obligations contained in the Mortgage Sale Agreement. (d) The Security Trustee shall not be bound to ascertain whether any termination event under the Administration Agreement or any event which with the giving of notice or expiry of any grace period or certification as specified in respect of such termination event would constitute the same has happened and, until it shall receive express notice to the contrary pursuant to Clause 19.5 of the Administration Agreement, the Security Trustee shall be entitled to assume that no such termination event under the Administration Agreement or such other event as described above has happened and that the Administrator is observing and performing all of its obligations contained in each of the Transaction Documents to which it is a party. (e) The Security Trustee shall not be bound to ascertain whether any Cash Manager Termination Event or any event which with the giving of notice or expiry of any grace period or certification as specified in such Cash Manager Termination Event would constitute the same has happened and, until it shall receive express notice to the contrary pursuant to Clause 12.4 of the Cash Management Agreement, the Security Trustee shall be entitled to assume that no such Cash Manager Termination Event or such other event as described above has happened and that the Cash Manager is observing and performing its obligations contained in the Cash Management Agreement. (f) The Security Trustee shall not be bound to ascertain whether any Termination Event under the Bank Account Agreement or the Funding (First Issuer) Bank Account Agreement or any event which with the giving of notice or expiry of any grace period or certification as specified in such Bank Account Agreement or such Funding (First Issuer) Bank Account Agreement, as applicable, would constitute the same has happened and, until it shall receive express notice to the contrary pursuant to Clause 8.3 of the Bank Account Agreement or the Funding (First Issuer) Bank Account Agreement, as applicable, the Security Trustee shall be entitled to assume that no such termination event under the Bank Account Agreement or the Funding (First Issuer) Bank Account Agreement or such other event as described above has happened and that the relevant Account Bank is observing and performing its obligations contained in the Bank Account Agreement or the Funding (First Issuer) Bank Account Agreement, as applicable. (g) The Security Trustee shall not be bound to ascertain whether any Flexible Mortgages Loans or part thereof is unenforceable and/or does not fall within the first ranking charge by way of legal mortgage over the relevant Mortgaged Property has happened and, until it shall receive express notice to the contrary from any party to the Transaction Documents, the Security Trustee shall be entitled to assume that no such event has happened.

Assumption of No Default. (a) The Security Trustee shall not be bound to ascertain whether any Intercompany Loan Event of Default or Potential Intercompany Loan Event of Default has happened and, until it shall have actual knowledge or express notice to the contrary, the Security Trustee shall be entitled to assume that no such Intercompany Loan Event of Default or Potential Intercompany Loan Event of Default has happened and that Funding is observing and performing all the obligations on its part contained in each Intercompany Loan Agreement and no event has happened as a consequence of which any Intercompany Loan may become repayable. (b) The Security Trustee shall not be bound to ascertain whether any Completion Event or any failure by the Seller to comply with any of its obligations under the Mortgage Sale Agreement or any event which with the giving of notice or expiry of any grace period or certification as specified in respect of such Completion Event or Seller failure of its obligations would constitute the same has happened and, until it shall receive express notice to the contrary from any party to the Transaction Documents, the Security Trustee shall be entitled to assume that no such Completion Event or Seller failure of its obligations or such other event as described above has happened and that Funding, the Administrator or the Seller (as the case may be) is observing and performing all of their respective obligations contained in each of the Transaction Documents to which they are a party. (c) The Security Trustee shall not be bound to ascertain whether any material breach of any of the Representations representations and Warranties warranties referred to in Clause 8 of the Mortgage Sale Agreement or any event which with the giving of notice or expiry of any grace period or certification as specified in such representation and warranties would constitute the same has happened and, until it shall receive express notice to the contrary from any party to the Transaction Documents, the Security Trustee shall be entitled to assume that no such breach or such other event as described above has happened and that the Seller is observing and performing its obligations contained in the Mortgage Sale Agreement. (d) The Security Trustee shall not be bound to ascertain whether any termination event under the Administration Agreement or any event which with the giving of notice or 42 expiry of any grace period or certification as specified in respect of such termination event would constitute the same has happened and, until it shall receive express notice to the contrary pursuant to Clause 19.5 of the Administration Agreement, the Security Trustee shall be entitled to assume that no such termination event under the Administration Agreement or such other event as described above has happened and that the Administrator is observing and performing all of its obligations contained in each of the Transaction Documents to which it is a party. (e) The Security Trustee shall not be bound to ascertain whether any Cash Manager Termination Event or any event which with the giving of notice or expiry of any grace period or certification as specified in such Cash Manager Termination Event would constitute the same has happened and, until it shall receive express notice to the contrary pursuant to Clause 12.4 of the Cash Management Agreement, the Security Trustee shall be entitled to assume that no such Cash Manager Termination Event or such other event as described above has happened and that the Cash Manager is observing and performing its obligations contained in the Cash Management Agreement. (f) The Security Trustee shall not be bound to ascertain whether any Termination Event under the Bank Account Agreement or the Funding (First Issuer) Bank Account Agreement or any event which with the giving of notice or expiry of any grace period or certification as specified in such Bank Account Agreement or such Funding (First Issuer) Bank Account Agreement, as applicable, would constitute the same has happened and, until it shall receive express notice to the contrary pursuant to Clause 8.3 of the Bank Account Agreement or the Funding (First Issuer) Bank Account Agreement, as applicable, the Security Trustee shall be entitled to assume that no such termination event under the Bank Account Agreement or the Funding (First Issuer) Bank Account Agreement or such other event as described above has happened and that the relevant Account Bank is observing and performing its obligations contained in the Bank Account Agreement or the Funding (First Issuer) Bank Account Agreement, as applicable. (g) The Security Trustee shall not be bound to ascertain whether any Flexible Mortgages Loans or part thereof is unenforceable and/or does not fall within the first ranking charge by way of legal mortgage over the relevant Mortgaged Property has happened and, until it shall receive express notice to the contrary from any party to the Transaction Documents, the Security Trustee shall be entitled to assume that no such event has happened.