Common use of Conditions Precedent to Indenture Trustee’s Obligation to Act Clause in Contracts

Conditions Precedent to Indenture Trustee’s Obligation to Act. (1) The Indenture Trustee shall not be bound to give any notice, or to do, observe or perform or see to the observance or performance by the Trust of any of the obligations herein imposed upon the Trust or of the covenants on the part of the Trust herein contained, or to supervise or interfere with any of the activities of the Trust, or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Indenture Trustee be required to take notice of any Event of Default hereunder, other than in payment of any monies required by any provision hereof to be paid to it, unless and until notified in writing of such Event of Default by the Trust or by any Specified Creditor, which notice shall distinctly specify the Event of Default desired to be brought to the attention of the Indenture Trustee and, in the absence of any such notice, the Indenture Trustee may for all purposes of this Indenture conclusively assume that the Trust is not in default hereunder and that no Event of Default has occurred. Any such notice or requisition shall in no way limit any discretion herein given to the Indenture Trustee to determine whether or not to take action with respect to any Event of Default or with respect to any such requisition. (2) The Indenture Trustee will not be bound to do, observe or perform or see to the observance or performance by the Trust of any of the obligations herein imposed upon the Trust or of the covenants on the part of the Trust herein contained, nor to take or continue any steps to enforce the security hereof, nor in any way to supervise or interfere with any of the activities of the Trust, unless and until the Related Secured Obligations have become due and payable pursuant to Section 8.02 and then only after it has been indemnified and provided with sufficient funds, in each case, to its reasonable satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages and expenses which it may incur by so doing. (3) None of the provisions contained in this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (4) The Indenture Trustee may, before commencing or at any time during the continuance of any such proceeding, require the Noteholders at whose instance it is acting to deposit with the Indenture Trustee the Notes held by them, for which Notes the Indenture Trustee shall issue receipts.

Conditions Precedent to Indenture Trustee’s Obligation to Act. (1) 11.8.1 The Indenture Trustee shall not be bound to give any notice, or to do, observe or perform or see to the observance or performance by the Trust Company of any of the obligations herein imposed upon under the Trust or of the covenants on the part of the Trust herein contained, Indenture or to supervise or interfere with any of the activities of the TrustCompany, or to do or take any act, action or proceeding Proceeding by virtue of the powers conferred on it hereby by this Indenture, unless and until it shall have been required so to do so under the terms hereofof this Indenture; nor shall the Indenture Trustee be required to take notice of any default or Event of Default hereunderDefault, other than in payment of any monies moneys required by any provision hereof this Indenture to be paid to itthe Indenture Trustee, unless and until a Responsible Officer of the Trustee is notified in writing of such default or Event of Default by the Trust Company or by any Specified CreditorHolder, which notice shall distinctly specify the default or Event of Default desired to be brought to the attention of the Indenture Trustee andDefault, and in the absence of any such notice, notice the Indenture Trustee may for all purposes of this Indenture conclusively assume that the Trust is not in no default hereunder and that no or Event of Default has occurred. Any such notice or requisition shall in no way limit any discretion herein given to the Indenture Trustee in this Indenture to determine whether or not to take action with respect to any default or Event of Default or with respect to any such notice or requisition. (2) The Indenture Trustee will not be bound to do, observe or perform or see to the observance or performance by the Trust 11.8.2 No provision of any of the obligations herein imposed upon the Trust or of the covenants on the part of the Trust herein contained, nor to take or continue any steps to enforce the security hereof, nor in any way to supervise or interfere with any of the activities of the Trust, unless and until the Related Secured Obligations have become due and payable pursuant to Section 8.02 and then only after it has been indemnified and provided with sufficient funds, in each case, to its reasonable satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages and expenses which it may incur by so doing. (3) None of the provisions contained in this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers unless indemnified as aforesaidpowers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Without limiting the generality of the foregoing, the obligation of the Indenture Trustee to do any of the actions referred to in subsection 11.8.1, including to commence or to continue any Proceeding, shall be conditional upon the Holders furnishing, when required by notice in writing by the Indenture Trustee, sufficient funds to commence or continue such action and security or an indemnity satisfactory to the Indenture Trustee to protect and hold harmless the Indenture Trustee against the costs, charges, expenses and liabilities which may result from such action and any loss and damage the Indenture Trustee may suffer by reason of such action. (4) The Indenture Trustee may11.8.3 Before commencing, before commencing or at any time during the continuance of of, any such proceedingProceeding, the Indenture Trustee may require the Noteholders at Holders on whose instance behalf it is acting to deposit with the Indenture Trustee the Notes Debentures held by them, for which Notes and the Indenture Trustee shall issue receiptsreceipts for such Debentures.

Conditions Precedent to Indenture Trustee’s Obligation to Act. (1) 11.8.1 The Indenture Trustee shall not be bound to give any notice, or to do, observe or perform or see to the observance or performance by the Trust Company of any of the obligations herein imposed upon under the Trust or of the covenants on the part of the Trust herein contained, Indenture or to supervise or interfere with any of the activities of the TrustCompany, or to do or take any act, action or proceeding Proceeding by virtue of the powers conferred on it hereby by this Indenture, unless and until it shall have been required so to do so under the terms hereofof this Indenture; nor shall the Indenture Trustee be required to take notice of any default or Event of Default hereunderDefault, other than in payment of any monies moneys required by any provision hereof this Indenture to be paid to itthe Indenture Trustee, unless and until notified in writing of such default or Event of Default by the Trust Company or by any Specified CreditorHolder, which notice shall distinctly specify the default or Event of Default desired to be brought to the attention of the Indenture Trustee andDefault, and in the absence of any such notice, notice the Indenture Trustee may for all purposes of this Indenture conclusively assume that the Trust is not in no default hereunder and that no or Event of Default has occurred. Any such notice or requisition shall in no way limit any discretion herein given to the Indenture Trustee in this Indenture to determine whether or not to take action with respect to any default or Event of Default or with respect to any such requisition. (2) The Indenture Trustee will not be bound to do, observe or perform or see to the observance or performance by the Trust 11.8.2 No provision of any of the obligations herein imposed upon the Trust or of the covenants on the part of the Trust herein contained, nor to take or continue any steps to enforce the security hereof, nor in any way to supervise or interfere with any of the activities of the Trust, unless and until the Related Secured Obligations have become due and payable pursuant to Section 8.02 and then only after it has been indemnified and provided with sufficient funds, in each case, to its reasonable satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages and expenses which it may incur by so doing. (3) None of the provisions contained in this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers unless indemnified as aforesaidpowers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Without limiting the generality of the foregoing, the obligation of the Indenture Trustee to do any of the actions referred to in subsection 11.8.1, including to commence or to continue any Proceeding, shall be conditional upon the Holders furnishing, when required by notice in writing by the Indenture Trustee, sufficient funds to commence or continue such action and an indemnity satisfactory to the Indenture Trustee to protect and hold harmless the Indenture Trustee against the costs, charges, expenses and liabilities which may result from such action and any loss and damage the Indenture Trustee may suffer by reason of such action. (4) The Indenture Trustee may11.8.3 Before commencing, before commencing or at any time during the continuance of of, any such proceedingProceeding, the Indenture Trustee may require the Noteholders at Holders on whose instance behalf it is acting to deposit with the Indenture Trustee the Notes Debentures held by them, for which Notes and the Indenture Trustee shall issue receiptsreceipts for such Debentures.

Conditions Precedent to Indenture Trustee’s Obligation to Act. (1) 13.8.1 The Indenture Trustee shall not be bound to give any notice, or to do, observe or perform or see to the observance or performance by the Trust Company of any of the obligations herein imposed upon under the Trust or of the covenants on the part of the Trust herein contained, Indenture or to supervise or interfere with any of the activities of the TrustCompany, or to do or take any act, action or proceeding Proceeding by virtue of the powers conferred on it hereby by this Indenture, unless and until it shall have been required so to do so under the terms hereofof this Indenture; nor shall the Indenture Trustee be required to take notice of any default or Event of Default hereunderDefault, other than in payment of any monies required by any provision hereof this Indenture to be paid to itthe Indenture Trustee, unless and until notified in writing of such default or Event of Default by the Trust Company or by any Specified CreditorHolder, which notice shall distinctly specify the default or Event of Default desired to be brought to the attention of the Indenture Trustee andDefault, and in the absence of any such notice, notice the Indenture Trustee may for all purposes of this Indenture conclusively assume that the Trust is not in no default hereunder and that no or Event of Default has occurred. Any such notice or requisition shall in no way limit any discretion herein given to the Indenture Trustee in this Indenture to determine whether or not to take action with respect to any default or Event of Default or with respect to any such requisition. (2) 13.8.2 The obligation of the Indenture Trustee will not be bound to do, observe or perform or see to the observance or performance by the Trust of do any of the obligations herein imposed actions referred to in subsection 13.8.1, including to commence or to continue any Proceeding or any right of the Indenture Trustee or the Holders, shall be conditional upon the Trust or of Holders furnishing, when required by notice in writing by the covenants on the part of the Trust herein containedIndenture Trustee, nor sufficient funds to take commence or continue any steps such action and an indemnity satisfactory to enforce the security hereof, nor in any way Indenture Trustee to supervise or interfere with any of protect and hold harmless the activities of Indenture Trustee against the Trust, unless and until the Related Secured Obligations have become due and payable pursuant to Section 8.02 and then only after it has been indemnified and provided with sufficient funds, in each case, to its reasonable satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages expenses and expenses liabilities which it may incur by so doing. (3) None of the provisions contained in this Indenture shall require result from such action and any loss and damage the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance may suffer by reason of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaidsuch action. (4) The Indenture Trustee may, before 13.8.3 Before commencing or at any time during the continuance of any such proceedingProceeding, the Indenture Trustee may require the Noteholders at Holders on whose instance behalf it is acting to deposit with the Indenture Trustee the Notes Debentures held by them, for which Notes and the Indenture Trustee shall issue receiptsreceipts for such Debentures.

Conditions Precedent to Indenture Trustee’s Obligation to Act. (1) The Indenture Trustee shall not be bound to give any notice, notice or to do, observe or perform or see to the observance or performance by the Trust of any of the obligations herein imposed upon the Trust or of the covenants on the part of the Trust herein contained, or to supervise or interfere with any of the activities of the Trust, or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby pursuant hereto unless and until it shall have been required so to do under the terms hereof; nor shall the . The Indenture Trustee shall not be required to take notice of any Related Event of Default or Related Default hereunder, other than in payment of any monies money required by any provision hereof to be paid to it, unless and until notified in writing of such Related Event of Default by the Trust or by any Specified CreditorRelated Default, which notice shall distinctly specify the Related Event of Default or Related Default desired to be brought to the attention of the Indenture Trustee and, in the absence of any such notice, the Indenture Trustee may for all purposes of this Indenture conclusively assume that the Trust is not in default hereunder and that no Event of Default has occurred. Any such notice or requisition shall in no way limit any discretion herein given to the Indenture Trustee to determine whether or not to take action with respect to any Related Event of Default or with respect to any such requisitionRelated Default has occurred. (2) The Indenture Trustee will not be bound to do, observe or perform or see to the observance or performance by the Trust of any of the obligations herein imposed upon the Trust or of the covenants on the part of the Trust herein contained, nor to take or continue any steps to enforce the security hereof, nor in any way to supervise or interfere with any of the activities of the Trust, unless and until the Related Obligations Secured Obligations have become due and payable pursuant to Section 8.02 8.2 and then only after it has been indemnified and provided with sufficient funds, in each case, to its reasonable satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages and expenses which it may incur by so doing. (3) None of the provisions contained in this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaidaforesaid or to give any bond or security in respect of the trust and powers of this Indenture. (4) The Indenture Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Noteholders at whose instance it is acting to deposit with the Indenture Trustee the Notes held by them, for which Notes the Indenture Trustee shall issue receipts.

Conditions Precedent to Indenture Trustee’s Obligation to Act. (1a) The Indenture Trustee shall not be bound to give any notice, or to do, observe or perform or see to the observance or performance by the Trust Corporation of any of the obligations herein imposed upon under the Trust or of the covenants on the part of the Trust herein contained, Indenture or to supervise or interfere with any of the activities of the TrustCorporation, or to do or take any act, action or proceeding Proceeding by virtue of the powers conferred on it hereby by this Indenture, unless and until it shall have been required so to do so under the terms hereofof this Indenture; nor shall the Indenture Trustee be required to take notice of any default or Event of Default hereunderDefault, other than in payment of any monies moneys required by any provision hereof this Indenture to be paid to itthe Indenture Trustee, unless and until notified in writing of such default or Event of Default by the Trust Corporation or by any Specified CreditorHolder, which notice shall distinctly specify the default or Event of Default desired to be brought to the attention of the Indenture Trustee andDefault, and in the absence of any such notice, notice the Indenture Trustee may for all purposes of this Indenture conclusively assume that the Trust is not in no default hereunder and that no or Event of Default has occurred. Any such notice or requisition shall in no way limit any discretion herein given to the Indenture Trustee in this Indenture to determine whether or not to take action with respect to any default or Event of Default or with respect to any such requisition. (2b) The obligation of the Indenture Trustee will not be bound to do, observe or perform or see to the observance or performance by the Trust of do any of the obligations herein imposed actions referred to in section 12.8(a), including to commence or to continue any Proceeding or any right of the Indenture Trustee or the Holders, shall be conditional upon the Trust or of Holders furnishing, when required by notice in writing by the covenants on the part of the Trust herein containedIndenture Trustee, nor sufficient funds to take commence or continue any steps such action and an indemnity satisfactory to enforce the security hereof, nor in any way Indenture Trustee to supervise or interfere with any of protect and hold harmless the activities of Indenture Trustee against the Trust, unless and until the Related Secured Obligations have become due and payable pursuant to Section 8.02 and then only after it has been indemnified and provided with sufficient funds, in each case, to its reasonable satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages expenses and expenses liabilities which it may incur result from such action and any loss and damage the Indenture Trustee may suffer by so doingreason of such action. (3c) None of the provisions contained in this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (4) The Indenture Trustee may, before Before commencing or at any time during the continuance of any such proceedingProceeding, the Indenture Trustee may require the Noteholders at Holders on whose instance behalf it is acting to deposit with the Indenture Trustee the Notes Debentures held by them, for which Notes and the Indenture Trustee shall issue receiptsreceipts for such Debentures.

Conditions Precedent to Indenture Trustee’s Obligation to Act. (1) The Indenture Trustee shall not be bound to give any notice, notice or to do, observe or perform or see to the observance or performance by the Trust of any of the obligations herein imposed upon the Trust or of the covenants on the part of the Trust herein contained, or to supervise or interfere with any of the activities of the Trust, or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby pursuant hereto unless and until it shall have been required so to do under the terms hereof; nor shall the . The Indenture Trustee shall not be required to take notice of any Related Event of Default Possession hereunder, other than in payment of any monies moneys required by any provision hereof to be paid to it, unless and until notified in writing of such Related Event of Default by the Trust or by any Specified CreditorPossession, which notice shall distinctly specify the Related Event of Default Possession desired to be brought to the attention of the Indenture Trustee and, in the absence of any such notice, the Indenture Trustee may for all purposes of this Indenture conclusively assume that the Trust is not in default hereunder and that no Related Event of Default Possession has occurred. Any such notice or requisition shall in no way limit any discretion herein given to the Indenture Trustee to determine whether or not to take action with respect to any Event of Default or with respect to any such requisition. (2) The Indenture Trustee will not be bound to do, observe or perform or see to the observance or performance by the Trust of any of the obligations herein imposed upon the Trust or of the covenants on the part of the Trust herein contained, nor to take or continue any steps to enforce the security hereof, nor in any way to supervise or interfere with any of the activities of the Trust, unless and until the Related Obligations Secured Obligations have become due and payable pursuant to Section 8.02 and then only after it has been indemnified and provided with sufficient funds, in each case, to its reasonable satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages and expenses which it may incur by so doing. (3) None of the provisions contained in this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaidaforesaid or to give any bond or security in respect of the trust and powers of this Indenture. (4) The Indenture Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Noteholders at whose instance it is acting to deposit with the Indenture Trustee the Notes held by them, for which Notes the Indenture Trustee shall issue receipts. (5) The Indenture Trustee shall retain the right not to act and shall not be held liable for refusing to act unless it receives clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of any discretion or independent judgment, except as otherwise provided herein. (6) The Indenture Trustee may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable. Each of the Issuer Trustee, Administrative Agent and NIP Agent shall provide to the Indenture Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Indenture Trustee hereunder. The Indenture Trustee shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Indenture Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this Section 12.03(6).

Conditions Precedent to Indenture Trustee’s Obligation to Act. (1a) The Indenture Trustee shall not be bound to give any notice, or to do, observe or perform or see to the observance or performance by the Trust Corporation of any of the obligations herein imposed upon under the Trust or of the covenants on the part of the Trust herein contained, Indenture or to supervise or interfere with any of the activities of the TrustCorporation, or to do or take any act, action or proceeding Proceeding by virtue of the powers conferred on it hereby by this Indenture, unless and until it shall have been required so to do so under the terms hereofof this Indenture; nor shall the Indenture Trustee be required to take notice of any default or Event of Default hereunderDefault, other than in payment of any monies moneys required by any provision hereof this Indenture to be paid to itthe Indenture Trustee, unless and until notified in writing of such default or Event of Default by the Trust Corporation or by any Specified CreditorHolder, which notice shall distinctly specify the default or Event of Default desired to be brought to the attention of the Indenture Trustee andDefault, and in the absence of any such notice, notice the Indenture Trustee may for all purposes of this Indenture conclusively assume that the Trust is not in no default hereunder and that no or Event of Default has occurred. Any such notice or requisition shall in no way limit any discretion herein given to the Indenture Trustee in this Indenture to determine whether or not to take action with respect to any default or Event of Default or with respect to any such requisition. (2b) The obligation of the Indenture Trustee will not be bound to do, observe or perform or see to the observance or performance by the Trust of do any of the obligations herein imposed actions referred to in section 12.8(a), including to commence or to continue any Proceeding or any right of the Indenture Trustee or the Holders, shall be conditional upon the Trust or of Holders furnishing, when required by notice in writing by the covenants on the part of the Trust herein containedIndenture Trustee, nor sufficient funds to take commence or continue any steps such action and an indemnity satisfactory to enforce the security hereof, nor in any way Indenture Trustee to supervise or interfere with any of protect and hold harmless the activities of Indenture Trustee against the Trust, unless and until the Related Secured Obligations have become due and payable pursuant to Section 8.02 and then only after it has been indemnified and provided with sufficient funds, in each case, to its reasonable satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages expenses and expenses liabilities which it may incur result from such action and any loss and damage the Indenture Trustee may suffer by so doingreason of such action. (3c) None of the provisions contained in this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (4) The Indenture Trustee may, before Before commencing or at any time during the continuance of any such proceedingProceeding, the Indenture Trustee may require the Noteholders at Holders on whose instance behalf it is acting to deposit with the Indenture Trustee the Notes Debentures held by them, for which Notes and the Indenture Trustee shall issue receiptsreceipts for such Debentures.