Common use of No Responsibility of Trustee for Exchange Provisions Clause in Contracts

No Responsibility of Trustee for Exchange Provisions. (a) The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to determine, or be accountable for any failure of the Company to determine, or be deemed to make any representation as to, (i) the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same; (ii) the validity or value (or the type or amount) of any shares of Common Stock or cash or, after a Merger Event, Reference Property that may at any time be issued or delivered upon the exchange of any Second Lien Exchangeable Note; (iii) the correctness of any provisions contained in any supplemental indenture entered into pursuant to the first paragraph of Section 13.12(a) relating either to the type or amount of Reference Property receivable by Holders upon the exchange of their Second Lien Exchangeable Notes after any Merger Event or to any adjustment to be made with respect thereto; or (iv) the applicable Daily VWAP, Common Equity VWAP or Last Reported Sale Price. (b) Neither the Trustee nor any other Exchange Agent shall at any time be under any duty or responsibility to cause WeWork Inc. to, or be accountable for any failure of WeWork Inc. to, issue, transfer or deliver any shares of Common Stock or cash or, after a Merger Event, Reference Property upon the surrender of any Second Lien Exchangeable Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 13.

No Responsibility of Trustee for Exchange Provisions. (a) The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to determine, or be liable or accountable for any failure of the Company to determinedetermine (or the Company’s determination), or be deemed to make any representation as to, (i) the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or any information used in any calculation, adjustment or determination, or herein or in any supplemental indenture provided to be employed, in making the same; (ii) the validity or value (or the type or amount) of any shares of Common Stock or cash or, after a Merger Event, Reference Property that may at any time be issued or delivered upon the exchange of any Second Lien Exchangeable Note; (iii) the correctness of any provisions contained in any supplemental indenture entered into pursuant to the first paragraph of Section 13.12(a10.12(a) relating either to the type or amount of Reference Property receivable by Holders upon the exchange of their Second Lien Exchangeable Notes after any Merger Event or to any adjustment to be made with respect thereto; or (iv) the applicable Daily VWAP, Common Equity VWAP or Last Reported Sale Price. (b) Neither the Trustee nor any other Exchange Agent shall at any time be under any duty or responsibility to cause WeWork Inc. AMC to, or be accountable for any failure of WeWork Inc. AMC to, issue, transfer or deliver any shares of Common Stock or cash or, after a Merger Event, Reference Property upon the surrender of any Second Lien Exchangeable Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 13.X.

No Responsibility of Trustee for Exchange Provisions. (a) The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to determine, or be accountable for any failure of the Company to determine, or be deemed to make any representation as to, (i) the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same; (ii) the validity or value (or the type or amount) of any shares of Common Stock or cash or, after a Merger Event, Reference Property that may at any time be issued or delivered upon the exchange of any Second Third Lien Exchangeable Note; (iii) the correctness of any provisions contained in any supplemental indenture entered into pursuant to the first paragraph of Section 13.12(a) relating either to the type or amount of Reference Property receivable by Holders upon the exchange of their Second Third Lien Exchangeable Notes after any Merger Event or to any adjustment to be made with respect thereto; or (iv) the applicable Daily VWAP, Common Equity VWAP or Last Reported Sale Price. (b) Neither the Trustee nor any other Exchange Agent shall at any time be under any duty or responsibility to cause WeWork Inc. to, or be accountable for any failure of WeWork Inc. to, issue, transfer or deliver any shares of Common Stock or cash or, after a Merger Event, Reference Property upon the surrender of any Second Third Lien Exchangeable Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 13.

No Responsibility of Trustee for Exchange Provisions. (a) The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to determine, or be accountable for any failure of the Company to determine, or be deemed to make any representation as to, (i) the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same; (ii) the validity or value (or the type or amount) of any shares of Common Stock or cash or, after a Merger Event, Reference Property that may at any time be issued or delivered upon the exchange of any Second Lien Exchangeable NoteSecurity; (iii) the correctness of any provisions contained in any supplemental indenture entered into pursuant to the first paragraph of Section 13.12(a) relating either to the type or amount of Reference Property receivable by Holders upon the exchange of their Second Lien Exchangeable Notes Securities after any Merger Event or to any adjustment to be made with respect thereto; (iv) whether any event contemplated by Section 13.01(b) has occurred that makes the Securities eligible for exchange or no longer eligible therefor until the Company has sent to the Trustee and any other Exchange Agent a notice referred to in Section 13.01(b) with respect to the commencement or termination of such exchange rights, on any which notices the Trustee and any other Exchange Agent may conclusively rely; or (ivv) the applicable Daily VWAP, Common Equity VWAP or Last Reported Sale PricePrice or any Settlement Amount. (b) Neither the Trustee nor any other Exchange Agent shall at any time be under any duty or responsibility to cause WeWork Inc. the REIT to, or be accountable for any failure of WeWork Inc. the REIT to, issue, transfer or deliver any shares of Common Stock or cash or, after a Merger Event, Reference Property upon the surrender of any Second Lien Exchangeable Note Security for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 13.. Article 14 Repurchase of Securities at Option of Holders