Common use of Knowledge of Event of Default Clause in Contracts

Knowledge of Event of Default. The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until the Collateral Agent has received a notice or a certificate from any Noteholder or the Issuer stating that a Default or Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Financing Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it (provided that if a Noteholder that is an Institutional Investor with a minimum net worth of at least $50,000,000 undertakes to provide such indemnity, such Person’s own unsecured agreement of indemnity shall be deemed to be adequate). In the event that the Collateral Agent receives a notice of the occurrence of any Default or Event of Default from the Issuer or any Noteholder, the Collateral Agent shall give notice thereof to each of the Noteholders. The Collateral Agent shall take such action with respect to such Default or Event of Default as so directed pursuant to the terms of the Financing Agreements or, in the event such action is discretionary on the part of the Collateral Agent, as so directed by the Required Noteholders.

Knowledge of Event of Default. The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until the Collateral Agent has received a notice or a certificate from any Noteholder Purchaser or the Issuer Company stating that a Default or an Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Agreement or any other Financing Agreement Transaction Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it (provided that if a Noteholder that is an Institutional Investor with a minimum net worth of at least $50,000,000 undertakes to provide such indemnity, such Person’s own unsecured agreement of indemnity shall be deemed to be adequate)it. In the event that the Collateral Agent receives a notice of the occurrence of any Default or Event of Default from the Issuer Company or any NoteholderPurchaser, the Collateral Agent shall give notice thereof to each of the NoteholdersPurchasers. The Collateral Agent shall take such action with respect to such Default or Event of Default as so directed pursuant to the terms of the Financing Agreements Transaction Documents or, in the event such action is discretionary on the part of the Collateral Agent, as so directed by the Required NoteholdersHolders.

Knowledge of Event of Default. The Neither of the Collateral Agent Agents shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until the such Collateral Agent has received a notice or a certificate from any Noteholder another Secured Party or the Issuer Borrower stating that a Default or Event of Default has occurred. The Neither of the Collateral Agent Agents shall have no any obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Common Agreement or any other Financing Agreement Security Document shall require the either Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder thereunder or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it (provided that if a Noteholder that is an Institutional Investor with a minimum net worth of at least $50,000,000 undertakes to provide such indemnity, such Person’s own unsecured agreement of indemnity shall be deemed to be adequate)it. In the event that the either Collateral Agent receives such a notice of the occurrence of any Default or Event of Default from the Issuer or any NoteholderDefault, the such Collateral Agent shall give notice thereof to each of the NoteholdersSecured Parties. The applicable Collateral Agent shall take such action with respect to such Default or Event of Default as so directed pursuant to the terms of set forth in the Financing Agreements or, in the event such action Documents to which it is discretionary on the part of the Collateral Agent, as so directed by the Required Noteholdersa party.

Knowledge of Event of Default. The Neither of the Collateral Agent Agents shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until the such Collateral Agent has received a written notice or a certificate from any Noteholder another Secured Party or the Issuer Borrower in the manner and at the address set forth in Section 10.02 stating that a Default or Event of Default has occurred, and such notice or certificate references the Borrower and this Common Agreement. The Neither of the Collateral Agent Agents shall have no any obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. No provision of this Common Agreement or any other Financing Agreement Security 77 Document shall require the either Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder thereunder or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it (provided that if a Noteholder that is an Institutional Investor with a minimum net worth of at least $50,000,000 undertakes to provide such indemnity, such Person’s own unsecured agreement of indemnity shall be deemed to be adequate)it. In the event that the either Collateral Agent receives such a notice of the occurrence of any Default or Event of Default from the Issuer or any NoteholderDefault, the such Collateral Agent shall give notice thereof to the Secured Parties, but notwithstanding the foregoing, each party hereto hereby agrees that any delay in giving or any failure to give the notice referenced in this Section 8.05 shall not affect the rights of any Secured Party under this Common Agreement or any other Transaction Document or the Noteholdersvalidity of any poll, approval or other action taken or approved at any meeting. The Thereafter, subject to this Article VIII, the respective Collateral Agent shall take act, or decline to act, as directed in writing by the Intercreditor Agent or the Working Capital Facility Administrative Agent, as applicable, in the exercise and enforcement of such action Collateral Agent's interests, rights, powers and remedies in respect of the Collateral or under the Financing Documents or applicable law and, following the initiation of such exercise of remedies, such Collateral Agent will act, or decline to act, with respect to the manner of such Default exercise of remedies as directed in writing by the Intercreditor Agent or Event of Default as so directed pursuant to the terms of the Financing Agreements or, in the event such action is discretionary on the part of the Collateral Working Capital Facility Administrative Agent, as so directed by the Required Noteholdersapplicable.

Knowledge of Event of Default. The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Issuer Event of Default unless and until the Collateral Agent has received a notice or a certificate from any Noteholder the Controlling Party or the Issuer stating that a Default or an Issuer Event of Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or an Issuer Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to ita Responsible Officer of the Collateral Agent. No provision of this Agreement or any other Financing Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it (provided that if a Noteholder that is an Institutional Investor with a minimum net worth of at least $50,000,000 undertakes to provide such indemnity, such Person’s own unsecured agreement of indemnity shall be deemed to be adequate)it. In the event that the Collateral Agent receives such a notice of the occurrence of any Default or Issuer Event of Default from the Issuer or any NoteholderDefault, the Collateral Agent shall give notice thereof to each the Issuer, the Swap Counterparty, XLCA and the Trustee. Subject to the provisions of this Agreement, the Noteholders. The Collateral Agent shall take such action with respect to such Default or Issuer Event of Default as so directed pursuant to the terms of the Financing Agreements or, in the event such action is discretionary on the part of the Collateral Agent, as so directed by the Required NoteholdersSection 11.1(c).