Common use of Notes Trustee assumptions Clause in Contracts

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 The 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 Creditor Liabilities (as the case may be) has been made in accordance with the ranking in Clause 2 ‎2 (Ranking Ranking, Priority, Maximum Holdings of Noteholders and PriorityMaximum Interests in Security Granted to Hedge Counterparties) and is permitted not prohibited by any provision provisions 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 ‎13 (Application of Proceeds);Proceeds);and (iii) any Security, collateral, guarantee or indemnity or other assurance granted to it has been done so in compliance with Clauses 3.3 Clause ‎3.6 (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 The 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 Creditor Liabilities (as the case may be) is permitted not prohibited by this Agreement, unless it has actual knowledge to the contrary provided, however, that a the Notes Trustee shall be liable under this Agreement for its own gross negligence or wilful misconduct. (c) A The Notes Trustee shall not have any obligation under Clause 13 ‎8 (Effect of Insolvency Event), Clause ‎9 (Turnover of Receipts) or Clause 15 ‎10 (Redistribution) in respect of amounts received or recovered by it unless (i) it has actual knowledge that the receipt or recovery falls within paragraphs (aClauses ‎(a) or (b‎(b) above, and (ii) it has not distributed to the relevant Senior Secured Noteholders in accordance with the Senior Secured Notes Indenture any amount so received or recovered. (d) A The Notes Trustee shall not be obliged to monitor performance by the Debtors, the Security Agent or any other Party or the Senior Secured 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 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); andand 84894163_20 (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 Unsecured Notes Senior Parent 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 168 in Clause 2 (Ranking and Priority) and is permitted not prohibited by any provision provisions 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 14 (Application of Proceeds); (iii) any Security, collateral, guarantee or indemnity or other assurance granted to it has been done so in compliance with Clauses Clause 3.3 (Security and guaranteesGuarantees: Super Senior Secured Creditors and Senior Secured Creditors)) or, 8.10 (Security and guarantees: Second Lien Creditors) and 9.2 as the case may be, Clause 6.1 (Restriction on Payment and dealings: High Yield Senior Parent Liabilities); and (iv) any Senior Secured Notes, Second Lien Notes, High Yield Notes or Unsecured Senior Parent Notes issued comply with the provisions of this Agreement includingAgreement, without limitation, Clauses 6 (Issue unless a Responsible Officer 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)such Notes Trustee has actual knowledge to the contrary. (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 No 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 9 (Effect of Insolvency Event) or Clause 15 11 (Redistribution) in respect of amounts received or recovered by it unless (i) it a Responsible Officer has actual knowledge that such Clauses apply to the receipt or recovery falls within paragraphs (a) or (b) aboverecovery, 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.