Common use of Knowledge of Event of Default Clause in Contracts

Knowledge of Event of Default. Neither of the Collateral Agents shall be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until such Collateral Agent has received written notice or a certificate from another Secured Party or the Borrower in the manner and at the address set forth in Section 10.02 stating that a Default or Event of Default has occurred, and such notice or certificate references the Borrower and this Common Agreement. Neither of the Collateral Agents shall have any obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Common Agreement or any Security 77 Document shall require either Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties thereunder or in the exercise of any of its rights or powers 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. In the event that either Collateral Agent receives such a notice of the occurrence of any Default or Event of Default, such Collateral Agent shall give notice thereof to the Secured Parties, but notwithstanding the foregoing, each party hereto hereby agrees that any delay in giving or any failure to give the notice referenced in this Section 8.05 shall not affect the rights of any Secured Party under this Common Agreement or any other Transaction Document or the validity of any poll, approval or other action taken or approved at any meeting. Thereafter, subject to this Article VIII, the respective Collateral Agent shall act, or decline to act, as directed in writing by the Intercreditor Agent or the Working Capital Facility Administrative Agent, as applicable, in the exercise and enforcement of such Collateral Agent's interests, rights, powers and remedies in respect of the Collateral or under the Financing Documents or applicable law and, following the initiation of such exercise of remedies, such Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed in writing by the Intercreditor Agent or the Working Capital Facility Administrative Agent, as applicable.

Knowledge of Event of Default. Neither of the The Collateral Agents Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Issuer Event of Default unless and until such the Collateral Agent has received written a notice or a certificate from another Secured the Controlling Party or the Borrower in the manner and at the address set forth in Section 10.02 Issuer stating that a Default or an Issuer Event of Default has occurred, and such notice or certificate references the Borrower and this Common Agreement. Neither of the The Collateral Agents Agent shall have any no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or an Issuer Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to ita Responsible Officer of the Collateral Agent. No provision of this Common Agreement or any Security 77 Document shall require either the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties thereunder hereunder or in the exercise of any of its rights or powers powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. In the event that either the Collateral Agent receives such a notice of the occurrence of any Default or Issuer Event of Default, such the Collateral Agent shall give notice thereof to the Secured Parties, but notwithstanding the foregoing, each party hereto hereby agrees that any delay in giving or any failure to give the notice referenced in this Section 8.05 shall not affect the rights of any Secured Party under this Common Agreement or any other Transaction Document or the validity of any poll, approval or other action taken or approved at any meeting. Thereafter, subject to this Article VIIIIssuer, the respective Swap Counterparty, XLCA and the Trustee. Subject to the provisions of this Agreement, the Collateral Agent shall act, or decline to act, as directed in writing by the Intercreditor Agent or the Working Capital Facility Administrative Agent, as applicable, in the exercise and enforcement of take such Collateral Agent's interests, rights, powers and remedies in respect of the Collateral or under the Financing Documents or applicable law and, following the initiation of such exercise of remedies, such Collateral Agent will act, or decline to act, action with respect to the manner such Issuer Event of such exercise of remedies Default as so directed in writing by the Intercreditor Agent or the Working Capital Facility Administrative Agent, as applicablepursuant to Section 11.1(c).

Knowledge of Event of Default. Neither of the The Collateral Agents Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until such the Collateral Agent has received written a notice or a certificate from another Secured Party any Noteholder or the Borrower in the manner and at the address set forth in Section 10.02 Issuer stating that a Default or Event of Default has occurred, and such notice or certificate references the Borrower and this Common Agreement. Neither of the The Collateral Agents Agent shall have any no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Common Agreement or any Security 77 Document other Financing Agreement shall require either the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties thereunder hereunder or in the exercise of any of its rights or powers powers, 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 itit (provided that if a Noteholder that is an Institutional Investor with a minimum net worth of at least $50,000,000 undertakes to provide such indemnity, such Person’s own unsecured agreement of indemnity shall be deemed to be adequate). In the event that either the Collateral Agent receives such a notice of the occurrence of any Default or Event of DefaultDefault from the Issuer or any Noteholder, such the Collateral Agent shall give notice thereof to each of the Secured Parties, but notwithstanding the foregoing, each party hereto hereby agrees that any delay in giving or any failure to give the notice referenced in this Section 8.05 shall not affect the rights of any Secured Party under this Common Agreement or any other Transaction Document or the validity of any poll, approval or other action taken or approved at any meetingNoteholders. Thereafter, subject to this Article VIII, the respective The Collateral Agent shall acttake such action with respect to such Default or Event of Default as so directed pursuant to the terms of the Financing Agreements or, or decline to act, as directed in writing by the Intercreditor Agent or event such action is discretionary on the Working Capital Facility Administrative part of the Collateral Agent, as applicable, in the exercise and enforcement of such Collateral Agent's interests, rights, powers and remedies in respect of the Collateral or under the Financing Documents or applicable law and, following the initiation of such exercise of remedies, such Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as so directed in writing by the Intercreditor Agent or the Working Capital Facility Administrative Agent, as applicableRequired Noteholders.

Knowledge of Event of Default. Neither of the Collateral Agents shall be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until such Collateral Agent has received written a notice or a certificate from another Secured Party or the Borrower in the manner and at the address set forth in Section 10.02 stating that a Default or Event of Default has occurred, and such notice or certificate references the Borrower and this Common Agreement. Neither of the Collateral Agents shall have any obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Common Agreement or any Security 77 Document shall require either Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties thereunder or in the exercise of any of its rights or powers 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. In the event that either Collateral Agent receives such a notice of the occurrence of any Default or Event of Default, such Collateral Agent shall give notice thereof to the Secured Parties, but notwithstanding the foregoing, each party hereto hereby agrees that any delay in giving or any failure to give the notice referenced in this Section 8.05 shall not affect the rights of any Secured Party under this Common Agreement or any other Transaction Document or the validity of any poll, approval or other action taken or approved at any meeting. Thereafter, subject to this Article VIII, the respective The applicable Collateral Agent shall act, take such action with respect to such Default or decline to act, Event of Default as directed set forth in writing by the Intercreditor Agent or the Working Capital Facility Administrative Agent, as applicable, in the exercise and enforcement of such Collateral Agent's interests, rights, powers and remedies in respect of the Collateral or under the Financing Documents or applicable law and, following the initiation of such exercise of remedies, such Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed in writing by the Intercreditor Agent or the Working Capital Facility Administrative Agent, as applicablewhich it is a party.

Knowledge of Event of Default. Neither of the The Collateral Agents Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until such the Collateral Agent has received written a notice or a certificate from another Secured Party any Purchaser or the Borrower in the manner and at the address set forth in Section 10.02 Company stating that a Default or an Event of Default has occurred, and such notice or certificate references the Borrower and this Common Agreement. Neither of the The Collateral Agents Agent shall have any no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Common Agreement or any Security 77 other Transaction Document shall require either the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties thereunder hereunder or in the exercise of any of its rights or powers powers, 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. In the event that either the Collateral Agent receives such a notice of the occurrence of any Default or Event of DefaultDefault from the Company or any Purchaser, such the Collateral Agent shall give notice thereof to each of the Secured Parties, but notwithstanding the foregoing, each party hereto hereby agrees that any delay in giving or any failure to give the notice referenced in this Section 8.05 shall not affect the rights of any Secured Party under this Common Agreement or any other Transaction Document or the validity of any poll, approval or other action taken or approved at any meetingPurchasers. Thereafter, subject to this Article VIII, the respective The Collateral Agent shall acttake such action with respect to such Event of Default as so directed pursuant to the terms of the Transaction Documents or, or decline to act, as directed in writing by the Intercreditor Agent or event such action is discretionary on the Working Capital Facility Administrative part of the Collateral Agent, as applicable, in the exercise and enforcement of such Collateral Agent's interests, rights, powers and remedies in respect of the Collateral or under the Financing Documents or applicable law and, following the initiation of such exercise of remedies, such Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as so directed in writing by the Intercreditor Agent or the Working Capital Facility Administrative Agent, as applicableRequired Holders.