No Deemed Knowledge. The Indenture Trustee will not be deemed to have knowledge of a Default, an Event of Default or a breach of a representation or warranty unless (i) a Responsible Person of the Indenture Trustee has knowledge of the Default, Event of Default or breach or (ii) it has actually received notice of the Default, Event of Default or breach.
No Deemed Knowledge. The Indenture Trustee will not be deemed to have knowledge of a breach of the Eligibility Representation, Default or any Event of Default or any other fact (including whether any reacquisition or acquisition request remains unresolved for 180 days) or event unless (i) a Responsible Person of the Indenture Trustee has actual knowledge of the breach, Default, Event of Default or other fact or event or (ii) where written notice is required, a Responsible Person of the Indenture Trustee has actually received written notice of the specific breach, Default, Event of Default or other fact or event at its Corporate Trust Office, and such notice specifically identifies the Issuer, this Indenture and such breach, Default, Event of Default, or other fact or event. Any notice of an occurrence of a breach of the Eligibility Representation under a Receivables Transfer Agreement delivered to the Indenture Trustee shall specifically identify the Receivables in breach. Knowledge or information acquired by U.S. Bank National Association in its capacity as Indenture Trustee, Note Paying Agent or Note Registrar, as applicable, shall not be imputed to U.S. Bank National Association in any other capacity in which it may act under the Transaction Documents or to any affiliate of U.S. Bank National Association and vice versa. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report under the Asset Representations Review Agreement shall not constitute knowledge of any such event or breach.
No Deemed Knowledge. The Indenture Trustee will not be deemed to have knowledge of a breach of the Group Eligibility Representation, Potential Default with respect to Group [_] or any Event of Default with respect to Group [_] or any other fact (including whether any reacquisition or acquisition request remains unresolved for one-hundred eighty (180) days) or event unless (i) a Responsible Person of the Indenture Trustee has actual knowledge of the breach, Potential Default with respect to Group [_], Event of Default with respect to Group [_] or other fact or event or (ii) where written notice is required, a Responsible Person of the Indenture Trustee has actually received written notice of the specific breach, Potential Default with respect to Group [_], Event of Default with respect to Group [_] or other fact or event at its Corporate Trust Office, and such notice specifically identifies the Trust, this Indenture and such breach, Potential Default with respect to Group [_], Event of Default with respect to Group [_], or other fact or event. Any notice of an occurrence of a breach of the Group Eligibility Representation under a Receivables Transfer Agreement or the Transfer and Servicing Agreement delivered to the Indenture Trustee shall specifically identify the Group [_] Receivables in breach. Knowledge or information acquired by [___] in its capacity as Indenture Trustee, Note Paying Agent or Note Registrar, as applicable, shall not be imputed to [___] in any other capacity in which it may act under the Transaction Documents or any Series [_]-[_] Series Related Document or to any affiliate of [___] and vice versa. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report under the Asset Representations Review Agreement shall not constitute knowledge of any such event or breach.
No Deemed Knowledge. The Agent shall not be deemed to have actual knowledge of the falsehood or incompleteness of any representation or warranty made or deemed repeated by any Security Party or actual knowledge of the occurrence of any Default unless a Lender or a Security Party shall have given written notice thereof to the Agent in its capacity as the Agent. Any information acquired by the Agent other than specifically in its capacity as the Agent shall not be deemed to be information acquired by the Agent in its capacity as the Agent.
No Deemed Knowledge. The Administrative Agent will not be deemed to have knowledge of a Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default unless (i) a Responsible Person of the Administrative Agent has knowledge of the Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default or (ii) it has received notice of the Facility Default, Facility Event of Default, Exchange Note Default or Exchange Note Event of Default.
No Deemed Knowledge. The Indenture Trustee will not be deemed to have knowledge of a breach of the Group Eligibility Representation, Potential Default with respect to Group 1 or any Event of Default with respect to Group 1 or any other fact or event unless (i) a Responsible Person of the Indenture Trustee has actual knowledge of the breach, Potential Default with respect to Group 1, Event of Default with respect to Group 1 or other fact or event 39 or (ii) where written notice is required, a Responsible Person of the Indenture Trustee has actually received written notice of the specific breach, Potential Default with respect to Group 1, Event of Default with respect to Group 1 or other fact or event at its Corporate Trust Office, and such notice specifically identifies the Trust, this Indenture and such breach, Potential Default with respect to Group 1, Event of Default with respect to Group 1, or other fact or event. Any notice of an occurrence of a breach of the Group Eligibility Representation under a Receivables Transfer Agreement or the Transfer and Servicing Agreement delivered to the Indenture Trustee shall specifically identify the Group 1 Receivables in breach. Knowledge or information acquired by U.S. Bank Trust Company, National Association in its capacity as Indenture Trustee, Note Paying Agent or Note Registrar, as applicable, shall not be imputed to U.S. Bank Trust Company, National Association in any other capacity in which it may act under the Transaction Documents or any Series 2024-7 Series Related Document or to any affiliate of U.S. Bank Trust Company, National Association and vice versa.
No Deemed Knowledge. The Indenture Trustee will not be deemed to have knowledge of a Default or any Event of Default or any other fact or event unless (i) a Responsible Person of the Indenture Trustee has actual knowledge of the Default, Event of Default or other fact or event or (ii) where written notice is required, a Responsible Person of the Indenture Trustee has actually received written notice of the specific Default, Event of Default or other fact or event at its Corporate Trust Office, and such notice specifically identifies the Issuer and such Default, Event of Default, or other fact or event. Any notice of a breach of the Eligibility Representation under a Receivables Transfer Agreement delivered to the Indenture Trustee shall specifically identify the Receivables in breach. Knowledge or information acquired by [_____] in its capacity as Indenture Trustee, Note Paying Agent or Note Registrar, as applicable, shall not be imputed to [_____] in any other capacity in which it may act under the Transaction Documents or to any affiliate of [_____] and vice versa.
No Deemed Knowledge. The Account Bank shall not be deemed to have notice or knowledge of any fact or matter, including the exercise of exclusive control by the Collateral Agent or an “Event of Default” or “Facility Maturity Date” under the Loan and Servicing Agreement, unless an officer of the Account Bank responsible for administration of this Agreement has actual knowledge of such matter or written notice thereof is received by such officer of the Account Bank. Notwithstanding anything herein to the contrary, the Account Bank shall not be obligated to take any action (or forbear from taking any action), which it reasonably determines to be contrary to the terms of this Agreement or applicable law.
No Deemed Knowledge. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Agent has actual knowledge of or has received written notice from a Lender or the Borrower describing such Default or Event of Default. In the event that the Agent has actual knowledge of or receives such a notice, the Agent shall promptly give notice thereof to the Lenders. The Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Lenders, or Required Lenders, as the case may be; provided that unless and until the Agent shall have received such direction, the Agent may, subject to Section and Section , in the interim (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable and in the best interests of the Lenders. In the event that the Agent, at the request of the Required Lenders or otherwise, continues to make Accommodations and other extensions of credit under this Agreement upon the occurrence of a Default or Event of Default, any such Accommodations or extensions of credit may be in such amounts (subject to Section hereof) and on such additional terms and conditions as the Required Lenders may deem appropriate.
No Deemed Knowledge. Neither the Facility Agent nor the GIEK Agent shall be deemed to have actual knowledge of the falsehood or incompleteness of any representation or warranty made or deemed repeated by any Security Party or actual knowledge of the occurrence of any Default unless a Facility Lender or a Security Party shall have given written notice thereof to the Facility Agent in its capacity as the Facility Agent or the GIEK Agent in its capacity as GIEK Agent. Any information acquired by the Facility Agent or the GIEK Agent other than specifically in its capacity as the Facility Agent or the GIEK Agent shall not be deemed to be information acquired by the Facility Agent in its capacity as the Facility Agent or the GIEK Agent in its capacity as GIEK Agent. The Facility Agent and the GIEK Agent may disclose to any other party and/or GIEK any information it reasonably believes it has received as agent under this Agreement. Neither the Facility Agent nor the GIEK Agent is authorised to act on behalf of a Facility Lender (without first obtaining that Facility Lender’s consent) in any legal or arbitration proceedings relating to any Facility Document. In acting as agent for the Facility Beneficiaries and GIEK, the Facility Agent and GIEK Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
