Common use of Additional Rights of Trustee Clause in Contracts

Additional Rights of Trustee. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti- terrorist legislation, regulation or guideline. Further, notwithstanding any other provisions of this Indenture to the contrary, should the Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to all parties For greater certainty, during such notice period the Trustee shall continue to have the right not to act and shall not be liable for refusing to act in accordance with the first sentence of this Section 7.10. Notwithstanding anything to the contrary herein, the Company and the Trustee may, without liability, disclose information about the Holders and Beneficial Owners or potential Holders or Beneficial Owners of the Notes pursuant to subpoena or other order issued by a court of competent jurisdiction or when otherwise required by applicable law. Unless otherwise notified, the Trustee shall be entitled to assume that all payments have been made by the Company as required under this Indenture. The Trustee may assume for the purposes of this Indenture that any address on the register of the Holders of the Notes is the Holder’s actual address and is also determinative as to residency. The Trustee shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Notes provided such issue, exercise or transfer, as the case may be, is effected in accordance with the terms of this Indenture. The Trustee shall be entitled to process all transfers of Notes upon the presumption that such transfers are permissible pursuant to all applicable laws and regulatory requirements. The Trustee shall have no obligation to ensure that legends appearing on the Notes certificates comply with regulatory requirements or securities laws of any applicable jurisdiction. Except as provided in this Indenture, the Trustee shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Indenture; such document must not require the exercise of any discretion or independent judgment. The Trustee hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Holders, subject to all the terms and conditions herein set forth.

Additional Rights of Trustee. (a) The Trustee shall retain the right not to act and shall not be liable for refusing to act ifany error of judgment made in good faith by it, due to a lack of information or for any other reason whatsoever, unless it shall be proved that the Trustee, Trustee was negligent in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti- terrorist legislation, regulation or guideline. Further, notwithstanding any other provisions ascertaining the pertinent facts. (b) No provision of this Indenture to the contrary, should the Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it Agreement shall have the right to resign on 10 days’ written notice to all parties For greater certainty, during such notice period require the Trustee shall continue to have expend or risk its own funds or otherwise incur any financial liability in the right not to act and shall not be liable for refusing to act in accordance with the first sentence of this Section 7.10. Notwithstanding anything to the contrary herein, the Company and the Trustee may, without liability, disclose information about the Holders and Beneficial Owners or potential Holders or Beneficial Owners of the Notes pursuant to subpoena or other order issued by a court of competent jurisdiction or when otherwise required by applicable law. Unless otherwise notified, the Trustee shall be entitled to assume that all payments have been made by the Company as required under this Indenture. The Trustee may assume for the purposes of this Indenture that any address on the register of the Holders of the Notes is the Holder’s actual address and is also determinative as to residency. The Trustee shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer performance of any Notes provided such issueof its duties hereunder, exercise or transfer, as the case may be, is effected in accordance with the terms of this Indenture. The Trustee shall be entitled to process all transfers of Notes upon the presumption that such transfers are permissible pursuant to all applicable laws and regulatory requirements. The Trustee shall have no obligation to ensure that legends appearing on the Notes certificates comply with regulatory requirements or securities laws of any applicable jurisdiction. Except as provided in this Indenture, the Trustee shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Indenture; such document must not require the exercise of any discretion of its rights or independent judgment. 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. (c) The Trustee hereby accepts may consult with counsel of its selection and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (d) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper or document. (e) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (f) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (g) In no event shall the Trustee be responsible or liable for any failure or delay in this Indenture declared the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and provided for interruptions, loss or malfunctions of utilities, communications or computer (software and agrees hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to perform resume performance as soon as practicable under the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Holders, subject to all the terms and conditions herein set forthcircumstances.

Additional Rights of Trustee. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti- terrorist legislation, regulation or guideline. Further, notwithstanding any other provisions of this Indenture to the contrary, should the Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to all parties For greater certaintyparties, during provided, (i) that the Trustee’s written notice shall describe the circumstances of such notice period non-compliance; and (ii) that if such circumstances are rectified to the Trustee shall continue to have the right not to act and Trustee’s satisfaction within such 10 day period, then such resignation shall not be liable for refusing to act in accordance with the first sentence of this Section 7.10effective. Notwithstanding anything to the contrary herein, the Company and the Trustee may, without liability, disclose information about the Holders and Beneficial Owners or potential Holders or Beneficial Owners of the Notes pursuant to subpoena or other order issued by a court of competent jurisdiction or when otherwise required by applicable law. Unless otherwise notified, the Trustee shall be entitled to assume that all payments have been made by the Company as required under this Indenture. The Trustee may assume for the purposes of this Indenture that any address on the register of the Holders of the Notes is the Holder’s actual address and is also determinative as to residency. The Trustee shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Notes provided such issue, exercise or transfer, as the case may be, is effected in accordance with the terms of this Indenture. The Trustee shall be entitled to process all transfers of Notes upon the presumption that such transfers are permissible pursuant to all applicable laws and regulatory requirements. The Trustee shall have no obligation to ensure that legends appearing on the Notes certificates comply with regulatory requirements or securities laws of any applicable jurisdiction. Except as provided in this Indenture, the Trustee shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Indenture; such document must not require the exercise of any discretion or independent judgment. The Trustee hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Holders, subject to all the terms and conditions herein set forth.

Additional Rights of Trustee. (a) The duties, responsibilities and obligations of the Trustee shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. The Trustee shall retain not be subject to, nor required to comply with, any other agreement between or among any of the right Stockholder or the Company, or to which any of the Stockholder or the Company is a party, even though reference thereto may be made herein, including, but not limited to act the Purchase Agreement. The Trustee shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. (b) If at any time the Trustee is served with any governmental, judicial or administrative order, judgment, decree, writ or other form of governmental, judicial or administrative process which in any way affects the Voting Trust (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays) or relating to the transfer of any Shares, the Trustee is authorized to comply therewith in any manner as it or legal counsel of its own choosing deems appropriate; and if the Trustee complies with any such governmental, judicial or administrative order, judgment, decree, writ or other form of governmental, judicial or administrative process, the Trustee shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified, vacated or otherwise determined to have been without legal force or effect. (c) The Trustee shall not be liable for refusing any action taken or failed to act ifbe taken, due to a lack of information or for any other reason whatsoeverloss or injury resulting from its actions or its performance or lack of performance of its duties hereunder, except to the extent of gross negligence or willful misconduct on its part. In no event shall the Trustee be liable for (i) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from the Stockholder or any person authorized hereunder to instruct the Trustee, or (ii) any consequential, incidental, indirect, punitive or special damages, or lost profits or loss of business, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee hereunder. (e) The Trustee may conclusively rely and shall be protected in its sole judgmentacting or refraining from acting upon any resolution, determines that such act might cause certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties hereunder. (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in non-compliance with any applicable anti-money laundering resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or anti- terrorist legislationother paper or document. Delivery of reports, regulation or guideline. Further, notwithstanding any other provisions of this Indenture information and documents to the contrary, should Trustee is for informational purposes only and the Trustee’s receipt of the foregoing will not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein. The Trustee shall not be expected to act with discretion, in its sole judgment, determine but rather to act at the instruction of the Stockholder and/or the Company any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to all parties For greater certainty, during such notice period of which the Trustee shall continue to have the right not to act may conclusively rely upon and be fully protected in so relying. The Trustee shall not be liable for refusing any errors of judgment made in good faith, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts. (g) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces reasonably beyond its control, including, without limitation, strikes, work stoppages, accidents, epidemics, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to act resume performance as soon as practicable under the circumstances. (h) In the event of any ambiguity or uncertainty hereunder or in accordance with any notice, instruction or other communication received by the first sentence of this Section 7.10. Notwithstanding anything to the contrary hereinTrustee hereunder, the Company and the Trustee may, without liabilityin its sole discretion and upon notice to the person providing such notice, disclose information about the Holders and Beneficial Owners instruction or potential Holders or Beneficial Owners other communication, refrain from taking any action other than retaining possession of the Notes pursuant Shares, unless the Trustee receives written instructions, signed by the Stockholder and the Company, which eliminates such ambiguity or uncertainty. (i) In the event of any dispute between or conflicting claims with respect to subpoena or other order issued by a court of competent jurisdiction or when otherwise required by applicable law. Unless otherwise notifiedthe Shares, the Trustee shall be entitled entitled, in its sole discretion, to assume that refuse to comply with any and all payments have been made by claims, demands or instructions as long as such dispute or conflict shall continue, and the Company as required under this Indenture. The Trustee may assume for the purposes of this Indenture that any address on the register of the Holders of the Notes is the Holder’s actual address and is also determinative as to residency. The Trustee shall have no obligation not be or become liable in any way to ensure any person for failure or verify compliance refusal to comply with any applicable laws such conflicting claims, demands or regulatory requirements on the issue, exercise or transfer of any Notes provided such issue, exercise or transfer, as the case may be, is effected in accordance with the terms of this Indentureinstructions. The Trustee shall be entitled to process all transfers refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of Notes upon a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the presumption that such transfers are permissible pursuant conflicting parties as evidenced in a writing satisfactory to all applicable laws and regulatory requirements. The the Trustee or (ii) the Trustee shall have no obligation received security or an indemnity satisfactory to ensure that legends appearing on the Notes certificates comply with regulatory requirements it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. (j) The Company shall pay or securities laws of any applicable jurisdiction. Except as provided in this Indenture, reimburse the Trustee shall retain upon request for any transfer or similar taxes (but, for the right not to act and shall not be avoidance of doubt, in no event for taxes based upon, measured by or determined by the income of the Trustee) incurred in connection with transfer of the Shares or other securities held liable for refusing to act unless it has received clear and reasonable documentation which complies with by the terms Trustee on behalf of this Indenture; such document must not require the exercise of any discretion or independent judgment. Stockholder. (k) The Trustee hereby accepts notifies the trusts Company and the Stockholder that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Company and the Stockholder, which information includes the name and address of the Company and the Stockholder and other information that will allow the Trustee to identify the Company and the Stockholder, in this Indenture declared and provided for and agrees to perform accordance with the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Holders, subject to all the terms and conditions herein set forthUSA PATRIOT Act.