Common use of Trustee Not Responsible for Recitals or Issuance of Notes Clause in Contracts

Trustee Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and neither the Trustee nor any Agent assumes responsibility for their correctness. Neither the Trustee nor any Agent makes representations as to and shall not be responsible for the validity or sufficiency of this Indenture or of the Notes or Note Guarantees, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder. Neither the Trustee nor any Agent shall be accountable for the use or application by the Issuer of Notes or the proceeds thereof or the Offering Memorandum or any other documents used in connection with the sale or distribution of the Notes. The Trustee shall not be accountable for any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture. The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach of any covenants, conditions, representations, warranties or agreements on the part of the Issuer or the Guarantors but the Trustee may require full information and advice as to the performance of the aforementioned covenants. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes or the Note Guarantees. The Trustee shall have no obligation to pursue any action that is not in accordance with applicable law. The Trustee shall have no obligation to independently determine or verify if any Rating Event or other event has occurred or notify the Holders of any event dependent upon the rating of the Notes, or if the rating on the Notes has been changed, suspended or withdrawn by any Rating Agency. The Trustee shall have no obligation to independently determine or verify if any Change of Control, Change of Control Repurchase Event, or any other event has occurred or if a Change of Control Offer is required to be made, or notify the Holders of any such event.

Trustee Not Responsible for Recitals or Issuance of Notes. The recitals recitals, statements, representations or warranties of any party contained herein herein, the Security Documents or any other agreement or document and in the Notes, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and neither the Trustee nor any Agent assumes responsibility for their correctness. Neither the Trustee nor any Agent makes representations as to and shall not be are responsible for the execution, adequacy, admissibility in evidence, validity or sufficiency of this Indenture or of the Notes or Note Guarantees, except that . Neither the Trustee represents that it is duly authorized nor any Agent makes representations as to execute and deliver this Indenturethe validity, authenticate enforceability or sufficiency of the Notes and perform its obligations hereunderTransactions or any Spin-Off Document. Neither the Trustee nor any Agent shall be accountable for the use or application by the Issuer Issuers of Notes or the proceeds thereof or the Offering Memorandum or any other documents used in connection with the sale or distribution of the Notes. The Trustee shall not be accountable for any money paid to the Issuer or upon the Issuer’s Issuers’ direction under any provision of this Indenture. The Each of the Trustee and the Security Agent may accept without enquiry, requisition or objection such title as the Issuers or the Guarantors (as applicable) may have property charged or assigned pursuant to the Security Documents or any part thereof from time to time and shall not be bound to ascertain investigate or inquire as to make any enquiry into the performance, observance, or breach of any covenants, conditions, representations, warranties or agreements on the part title of the Issuer Issuers or the Guarantors but (as applicable) to such property or any part thereof from time to time whether or not any default or failure is or was known to the Trustee or the Security Agent (as the case may require full information be), or might be, or might have been, discovered upon examination, inquiry or investigation and advice as to whether or not capable of any remedy. Each Holder shall be solely responsible for making its own independent appraisal of and investigation into the performance financial condition, creditworthiness, condition, affairs, status and nature of the aforementioned covenants. Under no circumstances shall Issuers and the Guarantors, and neither the Trustee nor the Security Agent shall be liable in its individual capacity at any time have any responsibility for the obligations evidenced by same and any Holders shall not rely on the Notes Trustee or the Note Guarantees. The Trustee shall have no obligation to pursue any action that is not Security Agent in accordance with applicable law. The Trustee shall have no obligation to independently determine or verify if any Rating Event or other event has occurred or notify the Holders of any event dependent upon the rating of the Notes, or if the rating on the Notes has been changed, suspended or withdrawn by any Rating Agency. The Trustee shall have no obligation to independently determine or verify if any Change of Control, Change of Control Repurchase Event, or any other event has occurred or if a Change of Control Offer is required to be made, or notify the Holders of any such eventrespect thereof.

Trustee Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and neither the Trustee nor any Agent assumes responsibility for their correctness. Neither the Trustee nor any Agent makes representations as to and shall not be responsible for the validity or sufficiency of this Indenture or of the Notes or Note Guarantees, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder. Neither the Trustee nor any Agent shall be accountable for the use or application by the Issuer of Notes or the proceeds thereof or the Offering Memorandum Circular or any other documents used in connection with the sale or distribution of the Notes. The Trustee shall not be accountable for any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture. The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach of any covenants, conditions, representations, warranties or agreements on the part of the Issuer or the Guarantors but the Trustee may require full information and advice as to the performance of the aforementioned covenants. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes or the Note Guarantees. The Trustee shall have no obligation to pursue any action that is not in accordance with applicable law. The Trustee shall have no obligation to independently determine or verify if any Rating Event or other event has occurred or notify the Holders of any event dependent upon the rating of the Notes, or if the rating on the Notes has been changed, suspended or withdrawn by any Rating Agency. The Trustee shall have no obligation to independently determine or verify if any Change of Control, Change of Control Repurchase Event, or any other event has occurred or if a Change of Control Offer is required to be made, or notify the Holders of any such event.