Notes Trustee assumptions Sample Clauses
The 'Notes Trustee assumptions' clause defines the specific assumptions that the trustee of a note issuance is entitled to make when carrying out its duties. Typically, this clause allows the trustee to rely on the accuracy of information provided by other parties, such as the issuer or paying agents, without independently verifying every detail. For example, the trustee may assume that signatures are genuine or that parties are authorized to act, unless it has actual knowledge to the contrary. This clause is essential for limiting the trustee's liability and administrative burden, ensuring that the trustee can efficiently perform its role without excessive investigation or risk of being held responsible for matters outside its reasonable control.
Notes Trustee assumptions. (a) Each Notes Trustee is entitled to assume that:
(i) any payment or other distribution made pursuant to this Agreement in respect of the Unsecured Notes Liabilities, High Yield Notes Liabilities, the Second Lien Notes Liabilities or the Senior Secured Notes Liabilities (as the case may be) has been made in accordance with the ranking in Clause 2 (Ranking and Priority) and is permitted by any provision of this Agreement and is made in accordance with these provisions;
(ii) the proceeds of enforcement of any Security conferred by the Transaction Security Documents have been applied in the order set out in Clause 18 (Application of Proceeds);
(iii) any Security, collateral, guarantee or indemnity or other assurance granted to it has been done so in compliance with Clauses 3.3 (Security and guarantees: Senior Secured Creditors), 8.10 (Security and guarantees: Second Lien Creditors) and 9.2 (Restriction on Payment and dealings: High Yield Liabilities); and
(iv) any Senior Secured Notes, Second Lien Notes, High Yield Notes or Unsecured Notes issued comply with the provisions of this Agreement including, without limitation, Clauses 6 (Issue of Senior Secured Notes), 8 (Second Lien Creditors and Second Lien Liabilities), 9 (High Yield Creditors and High Yield Liabilities) and 10 (Unsecured Creditors and Unsecured Liabilities).
(b) Each Notes Trustee is entitled to assume that any payment or distribution made in respect of the High Yield Notes Liabilities, Second Lien Notes Liabilities, Unsecured Notes Liabilities or Senior Secured Notes Liabilities (as the case may be) is permitted by this Agreement, unless it has actual knowledge to the contrary provided, however, that a Notes Trustee shall be liable under this Agreement for its own gross negligence or wilful misconduct.
(c) A Notes Trustee shall not have any obligation under Clause 13 (Effect of Insolvency Event) or Clause 15 (Redistribution) in respect of amounts received or recovered by it unless (i) it has actual knowledge that the receipt or recovery falls within paragraphs (a) or (b) above, and (ii) it has not distributed to the relevant Noteholders in accordance with the Notes Indenture any amount so received or recovered.
(d) A Notes Trustee shall not be obliged to monitor performance by the Debtors, the Security Agent or any other Party or the Noteholders of their respective obligations under, or compliance by them with, the terms of this Agreement.
Notes Trustee assumptions. (a) Each Notes Trustee is entitled to assume that:
(i) any payment or other distribution made pursuant to this Agreement in respect of the Senior Parent Liabilities, Second Lien Liabilities or Senior Notes Liabilities (as the case may be) has been made in accordance with the ranking in Clause 2 (Ranking and priority) and is not prohibited by any provisions of this Agreement and is made in accordance with these provisions;
(ii) the proceeds of enforcement of any Security conferred by the Security Documents have been applied in the order set out in Clause 14 (Application of proceeds);
(iii) any Security, collateral, guarantee or indemnity or other assurance granted to it has been so granted in compliance with Clause 3.3 (
Notes Trustee assumptions. (a) The Notes Trustee is entitled to assume that:
(i) any payment or other distribution made pursuant to this Agreement in respect of the Senior Unsecured Notes Liabilities, Second Lien Notes Liabilities or Senior Secured Notes Liabilities (as the case may be) has been made in accordance with the ranking in Clause 2 (Ranking and Priority) and is not prohibited by any provisions of this Agreement and is made in accordance with these provisions;
(ii) the proceeds of enforcement of any Security conferred by the Security Documents or Senior Unsecured Only Security Documents have been applied in the order set out in Clause 18 (Application of Proceeds);
(iii) any Security, collateral, guarantee or indemnity or other assurance granted to it has been done so in compliance with Clause 3.4 (
Notes Trustee assumptions. The Parties acknowledge and agree that the Notes Trustee is entitled to assume without further investigation or enquiry that:
(a) any proceeds of enforcement of the Security paid by the Collateral Agent have been applied in the order set out in the Intercreditor Agreement;
(b) no Event of Default has occurred; and
(c) the Discharge date has not occurred, unless a Responsible Officer of the Notes Trustee receives actual notice to the contrary. For the avoidance of doubt, the parties acknowledge and agree that the Notes Trustee is not obliged to monitor or enquire whether any Event of Default has occurred.