Common use of Certain Duties and Responsibilities Clause in Contracts

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Debt Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Debt Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise shall, with respect to the Debt Securities of such series series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders or of at least a majority in principal amount of the Outstanding Debt Securities of any such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such seriesIndenture; and (4) no provision of this Indenture shall require the Trustee shall not be required 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Issuer Event of Default with respect to any series of Securities,a Series: (1) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (2) in the absence of negligence or bad faith on its part, the Indenture Trustee may, with respect to Securities of such series, 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 Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Issuer Event of Default with respect to any series of Securities Series has occurred and is continuing, the Indenture Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that (1i) this Subsection subsection shall not be construed to limit the effect of Subsection (a) of this SectionSection 6.01; (2ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;; and (3iii) the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction directions of the Holders or a majority in principal amount of Bonds of any Series representing more than 50% of the Outstanding Securities aggregate Principal Amount of any series such Series (unless an alternative group of Bondholders of such Series is expressly permitted or required to authorize such action hereunder, in which case in accordance with the directions of such alternative group) relating to the time, method and place of conducting any proceeding Proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Securities Bonds of such series; andSeries. (4d) no No provision of this Indenture shall require the Indenture Trustee 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. In determining that such repayment or indemnity is not reasonably assured to it, the Indenture Trustee must consider not only the likelihood of repayment or indemnity by or on behalf of the Issuer but also the likelihood of repayment or indemnity from amounts payable to it from the applicable Trust Estate pursuant to Sections 5.06 and 8.02(b) and the related Terms Indenture. (de) The Indenture Trustee shall be under no obligation to institute any suit, or to take any remedial Proceeding under this Indenture, or to enter any appearance in or in any way defend any suit in which it may be made defendant, or to take any steps in the execution of the trusts created hereby or in the enforcement of any rights and powers hereunder until it shall be indemnified to its reasonable satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct, in connection with any action so taken. (f) Notwithstanding any extinguishment of all right, title and interest of the Issuer in and to the Trust Estate for any Series following an Issuer Event of Default and a consequent declaration of acceleration of the Maturity of the Bonds of such Series, whether such extinguishment occurs through a foreclosure upon and sale of such Trust Estate to another Person, the acquisition of such Trust Estate by the Indenture Trustee or otherwise, the rights, powers and duties of the Indenture Trustee with respect to such Trust Estate (or the proceeds thereof) and the Bondholders of such Series, and the rights of the Bondholders of such Series, shall continue to be governed by the terms of this Indenture. (g) For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice of any Issuer Default with respect to any Series unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such an Issuer Default is received by the Indenture Trustee at the Corporate Trust Office, and such notice references the related Series and this Indenture. (h) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this SectionSection 6.01; and, if and for so long as this Indenture is required to be qualified under the Trust Indenture Act, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee, including the provisions of this Section 6.01, shall be subject to the provisions of the Trust Indenture Act.

Certain Duties and Responsibilities. (a) Except during The Purchase Contract Agent shall act as agent and attorney-in-fact for the continuance Holders of an Event the Normal Units and Stripped Units hereunder with such powers as are specifically vested in the Purchase Contract Agent by the terms of Default this Agreement, the Pledge Agreement, the Remarketing Agreement, the Notes, the Normal Units and Stripped Units, and any documents evidencing them or related thereto, together with respect to any series of Securities,such other powers as are reasonably incidental thereto. The Purchase Contract Agent: (1) the Trustee undertakes to perform perform, with respect to the Units and Separate Notes, such duties and only such duties as are specifically set forth in this Indenture with respect to Agreement and the Securities of such seriesPledge Agreement, and no implied covenants or obligations shall be read into this Indenture Agreement against the TrusteePurchase Contract Agent; and (2) in the absence of bad faith faith, willful misconduct or negligence on its part, the Trustee Purchase Contract Agent may, with respect to Securities of such seriesthe Units and Separate Notes, 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 Purchase Contract Agent reasonably believed by the Purchase Contract Agent to be genuine and correct and conforming to the requirements of this Indenture; Agreement, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureAgreement (but need not confirm or investigate the accuracy of the mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions provision of this Indenture Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct, except that: (1) this Subsection paragraph (b) shall not be construed to limit the effect of Subsection paragraph (a) of this Section; (2) the Trustee Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee Purchase Contract Agent was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (43) no provision of this Indenture Agreement shall require the Trustee Purchase Contract 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. (dc) Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section. (d) The Purchase Contract Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Purchase Contract Agent.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securitiesseries, (1i) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has shall have occurred and is be continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1i) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series one or more series, as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4iv) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Notes of any series of Securitiesseries, (1) the Trustee undertakes to perform perform, with respect to Notes of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities Notes of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Notes of any series of Securities has shall have occurred and is be continuing, the Trustee shall exercise exercise, with respect to the Securities Notes of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection clause (c) shall not be construed to limit the effect of Subsection clause (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities Notes of any series one or more series, as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities Notes of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Debt Securities of any series of Securities,series: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to Debt Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise shall, with respect to the Debt Securities of such series series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Debt Securities of any such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture Indenture; (4) the Trustee is under no obligation or duty to pay interest on or invest any funds deposited with respect it except as specifically provided in this Indenture, and all investment activities undertaken by the Trustee, if any, shall be at and pursuant to the Securities written instruction of such seriesthe Company; and (45) no provision of this Indenture shall require the Trustee shall not be required 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. (e) Any opinion required or permitted to be delivered to the Trustee hereunder may be addressed and delivered to the entity serving as Trustee hereunder solely in its individual capacity and not in its capacity as Trustee, fiduciary or as representative of the holders of such Debt Securities issued by the Company.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise continuing with respect to the Securities of any series, the Trustee shall exercise such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that (1) this Subsection Section 6.01(c) shall not be construed to limit the effect of Subsection (a) of this SectionSection 6.01(a); (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series or of all series, determined as provided in Section 5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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 indemnity, satisfactory to the Trustee in its reasonable judgement, against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 6.01.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securities,series: (1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that: (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securitiesseries, (1i) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or or (iii) opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case If an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1i) this Subsection subsection shall not be construed to limit the effect of Subsection sub-section (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Securities of any series one or more series, as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4iv) no provision of this Indenture shall require the Trustee 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 has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (ai) Except during the continuance of an Event of Default with respect to any series Series of Securities,: (1a) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesSeries, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee with respect to such Series; and (2b) in the absence of bad faith on its part, the Trustee may, may conclusively rely with respect to Securities of such series, conclusively relythat Series, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates certificate or opinions which that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form to the requirements of this Indenture. (bii) In case an Event of Default with respect to any series Series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this IndentureIndenture with respect to such Series, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (ciii) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1a) this Subsection Section 8.01(iii) shall not be construed to limit the effect of Subsection (a) of this SectionSection 8.01(i); (2b) the Trustee shall not be liable for any error of or judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3c) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such seriesSeries; and (4d) no provision of this Indenture shall require the Trustee 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. (div) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 8.01.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securitiesseries, (1i) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has shall have occurred and is be continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that (1i) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series one or more series, as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4iv) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a1) The duties and responsibilities of the Trustees shall be as provided by the Trust Indenture Legislation. (2) Subject to clause (1) of this Section 6.1, in the event an Event of Default has occurred and is continuing with respect to a series of Securities of which a Responsible Officer of the U.S. Trustee (with a copy to a Responsible Officer of the Canadian Co-Trustee) has received written notification in accordance with the provisions of this Indenture, the U.S. Trustee will, with respect to the Securities of such series, exercise such of the rights and powers vested in it under this Indenture and use the same degree of care and skill in its exercise, that a prudent Person would exercise or use in the circumstances in the conduct of its own affairs. (3) Except during the continuance of an Event of Default with respect to the Securities of any series of Securities,series: (1A) the Trustee undertakes Trustees undertake to perform such duties and only such duties as are specifically set forth in this Indenture with respect and applicable to the Securities of such series, respective Trustee and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustees; and (2B) in the absence of bad faith on its their part, the Trustee may, with respect to Securities of such series, Trustees 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 Trustees and conforming to the requirements of this Indenture; but in . However, the case of any Trustees shall examine such certificates or and opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but, for greater certainty, need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein, and shall be entitled to seek advice from legal counsel in relation thereto. (b4) In case an Event Each of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions of this Indenture shall Trustees will not be construed to relieve the Trustee relieved from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that: (1A) this Subsection Section 6.1(4) shall not be construed to limit the effect of Subsection (a) of this SectionSection 6.1(2); (2B) the a Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be is proved that the such Trustee was negligent in ascertaining the pertinent facts;; and (3C) the a Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take with respect to Securities of any series in good faith in accordance with the a direction received by it pursuant to Section 5.12. (5) The Trustees shall not be deemed to have notice or any actual knowledge of any matter, including defaults or Events of Default, unless written notice thereof is received by a Responsible Officer of the Holders or U.S. Trustee (with a majority in principal amount copy to a Responsible Officer of the Outstanding Securities Canadian Co-Trustee) in accordance with this Indenture and such notice clearly references the Securities, the Corporation, the Guarantor or this Indenture. (6) Every provision of this Indenture, as applicable, that in any series relating way relates to the timeTrustees is subject to Section 6.1(2), method Section 6.1(3), Section 6.1(4) and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; andSection 6.1(7). (47) no No provision of this Indenture shall require either of the Trustee Trustees to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, . (8) No provision of this Indenture shall require the Trustees to take or in omit to take any action under this Indenture or take any action at the exercise request or direction of any of its rights or powers, Holders if it shall have reasonable has grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or it does not receive an agreement in writing from such Holders for full indemnity and security satisfactory to it in its discretion against any loss, liability or expense which might be incurred by it in compliance with such request or direction nor shall the Trustees be required to do anything which is illegal or contrary to applicable laws or this Indenture. Neither Trustee shall be liable to the Holders if prevented or delayed in performing any of its obligations or discretionary functions under this Indenture by (i) any present or future law applicable to it, (ii) any governmental or regulatory authority or (iii) any circumstances beyond its control. (d9) Whether or A Trustee shall not therein expressly so provided, every provision of this Indenture relating be liable for interest on any money received by it except as such Trustee may agree in writing with the Corporation. (10) Money held in trust by the U.S. Trustee need not be segregated from other funds except to the conduct or affecting the liability of or affording protection extent required by law. (11) The Trustees will, save as expressly otherwise provided herein, have absolute and uncontrolled discretion as to the Trustee shall exercise or non-exercise of their functions and will not be subject to responsible, save as expressly provided herein, for any loss, liability, cost, claim, action, demand, expense or inconvenience which may result from their exercise or non-exercise but, whenever the Trustees are under the provisions of this SectionIndenture, the Securities or the Guarantee bound to act at the request or direction of the Holders, the Trustees shall nevertheless not be so bound unless first indemnified or secured to their satisfaction against all actions, proceedings, claims and demands to which they may render themselves liable and all costs, charges, damages, expenses and liabilities which they may incur by so doing.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series the Securities of Securities,a particular series: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and as are provided by the Trust Indenture Act with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuingcontinuing with respect to the Securities of a particular series, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Securities of any series series, given pursuant to Section 5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4iv) no provision of this Indenture shall require the Trustee 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. (d) Whether or not Regardless of whether therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except With respect to ----------------------------------- Securities of any series, except during the continuance of an Event of Default with respect to any series the Securities of Securitiessuch series, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise continuing with respect to the Securities of any series, the Trustee shall exercise such series such of the rights and powers vested in it by this IndentureIndenture with respect to the Securities of such series, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it with respect to the Securities of any series in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; andIndenture. (4d) no No provision of this Indenture shall require the Trustee 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. (de) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as provided by Section 315 of the Trust Indenture Act and this Indenture. (a) Except during the continuance of an Event of Default with in respect to of the Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with in respect to of the Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of not less than a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and. (4d) no provision No provisions of this Indenture shall require the Trustee 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 there shall have be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (de) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Securities of any series of Securities,series: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculation or other facts stated therein). (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise continuing with respect to the Securities of any series, the Trustee shall exercise such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that: (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series or of all series, determined as provided in Section 505, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Debt Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Debt Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise shall, with respect to the Debt Securities of such series series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders or holders of at least a majority in principal amount of the Outstanding Debt Securities of any such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; andIndenture; (4) no provision of this Indenture shall require the Trustee shall not be required 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; and (5) the Trustee shall comply with any order or directive of a Gaming Authority that the Trustee submit an application for any license, finding of suitability or other approval pursuant to any Gaming Law and will cooperate fully and completely in any proceeding related to such application. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that (1) this Subsection shall not be construed to limit the effect of to Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction Direction of the Holders or a of majority in principal amount of the Outstanding Securities of any series series, determined as provided in Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities,Default: (1i) the The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect Indenture, the Purchase Contract and the Acquisition Agreement (collectively referred to herein as the Securities of such series“Agreements”), and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in In the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this IndentureIndenture and the Agreements; but in the case of any such certificates or opinions which are required by any provision hereof are specifically required to be furnished to the Trustee, or thereof the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture or the Agreements. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this IndentureIndenture and the Agreements including those described in (a) above, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s own affairscircumstances. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductmisconduct or breach of trust, except that: (1i) this Subsection This subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2ii) the The Trustee shall not be liable for any error of judgment made in good faith and without negligence by a responsible chairman or vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, unless it shall be proved that the controller and any assistant controller or any other officer of the Trustee was negligent in ascertaining customarily performing functions similar to those performed by any of the pertinent factsabove designated officers or, with respect to a particular matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject; (3iii) the The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith and without negligence in accordance with the direction of the Holders or a majority in principal amount Owners of the Outstanding Securities of any series Certificates as provided herein relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to or the Securities of such seriesAgreements; and (4iv) Except as otherwise provided herein or therein, no provision of this Indenture or the Agreements shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunderhereunder or thereunder, 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. The Trustee may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment properly to be done by it as the Trustee, without prior assurance of indemnity, and in such case shall be entitled to reimbursement by the Board for all reasonable costs, expenses, attorneys’ and other fees, and all other reasonable disbursements, including its own fees, and for all liability and damages suffered by the Trustee in connection therewith except for the Trustee’s negligence, willful misconduct or breach of trust. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a1) Except during the continuance of an Event of Default with respect to any series of SecuritiesDefault, (1A) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to and as required by the Securities of such seriesTrust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2B) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b2) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (c3) 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. (4) 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 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 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 resume performance as soon as practicable under the circumstances. (5) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1A) this Subsection shall not be construed to limit the effect of Subsection (a1), (3) or (4) of this SectionSection 6.1; (2B) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3C) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series series, determined as provided in Sections 1.1, 1.4 and 5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4D) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default Default, with respect to Securities of any series of Securities,series: (1) the Trustee undertakes to perform perform, with respect to Securities of such duties and series, only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible Responsible officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series series, determined as provided in Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Securities of any series of Securitiesfor which the Trustee is serving as such, (1) the such Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the such Trustee; and (2) in the absence of bad faith on its part, the such Trustee may, with respect to Securities of such series, 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 such Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the such Trustee, the such Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any a series of Securities has occurred and is continuing, the Trustee shall exercise with respect to for the Securities of such series shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee for Securities of any series from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the such Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the such Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series particular series, determined as provided in Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the such Trustee, or exercising any trust or power conferred upon the such Trustee, under this Indenture with respect to the Securities of such that series; and (4) no provision of this Indenture shall require the Trustee for any series of Securities to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee for any series of Securities shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Senior Notes of any series of Securitiesseries, (1) the Trustee undertakes to perform perform, with respect to Senior Notes of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, may conclusively rely with respect to Securities the Senior Notes of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to Senior Notes of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities Senior Notes of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection Section 601(c) shall not be construed to limit the effect of Subsection (a) of this SectionSection 601(a); (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Securities Senior Notes of any series determined as provided in Sections 101, 104 and 512 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities Senior Notes of such series; and (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability, financial liability or otherwise, 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 601.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1i) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4iv) no provision of this Indenture shall require the Trustee 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 and/or security against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. (e) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder as Registrar, Paying Agent and Transfer Agent and to each Registrar, Payment Agent or Transfer Agent appointed hereunder, and to each other agent, custodian and other Person employed to act hereunder.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Debt Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Debt Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise shall, with respect to the Debt Securities of such series series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions Subject to Section 6.04, no provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Debt Securities of any such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; andIndenture; (4) no provision of this Indenture shall require the Trustee shall not be required 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; and (5) the Trustee shall not be charged with knowledge of any default or Event of Default or any other act or circumstance upon the occurrence of which the Trustee may be required to take action unless a Responsible Officer of the Trustee obtains actual knowledge of such default, Event of Default, act or circumstance or unless written notice referencing this Indenture or the Debt Securities is received by the Trustee at the Corporate Trust Office. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. (a) Except during the continuance of If an Event of Default with respect to Securities of any series of Securities, (1) at the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities time Outstanding has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their its exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (cb) No provisions Except during the continuance of an Event of Default: (1) the Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on its part, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee, however, shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture shall but need not verify the accuracy of the contents thereof. (c) The Trustee may not be construed to relieve the Trustee relieved from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that: (1) this Subsection shall paragraph does not be construed to limit the effect of Subsection paragraph (ab) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be is proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction received by it pursuant to Section 512. (d) Every provision of the Holders or a majority this Indenture that in principal amount of the Outstanding Securities of any series relating way relates to the timeTrustee is subject to paragraphs (a), method (b) and place (c) of conducting this Section. (e) The Trustee may refuse to perform any proceeding duty or exercise any right or power unless it receives indemnity reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any remedy available money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the Trusteeextent required by law. Notwithstanding the foregoing, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) . Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform shall not be liable except for the performance of such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of SecuritiesDefault, (1) the Trustee undertakes to perform such duties duties, and only such duties duties, as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee or any predecessor Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions (whether in their original or facsimile form) furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of any facts or mathematical calculations stated therein). (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee with respect to such series; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Securities of any series Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4iv) no provision of this Indenture shall require the Trustee 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 and 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Debt Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to Debt Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise shall, with respect to the Debt Securities of such series series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection This subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the The Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the The Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders or holders of at least a majority in principal amount of the Outstanding Debt Securities of any such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such seriesIndenture; and (4) no provision of this Indenture The Trustee shall require the Trustee not be required 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of SecuritiesDefault, (1i) the The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to or the Securities of such seriesTIA, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in In the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but provided, however, that in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same certificates or opinions to determine whether or not not, on their face, they conform to the requirements to this Indenture (but need not investigate or confirm the accuracy of this Indentureany facts stated therein). (b) In case an Event of Default with respect actually known to any series a Responsible Officer of Securities the Trustee has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1i) this Subsection This paragraph (c) shall not be construed to limit the effect of Subsection paragraph (a) of this SectionSection 5.1; (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3iii) the The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the a direction received by it of the Holders or of a majority in principal amount of the Outstanding Securities (or such lesser amount as shall have acted at a meeting pursuant to the provisions of any series this Indenture) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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 itIndenture. (d) Whether or not therein herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 5.1. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity reasonably satisfactory to it against any loss, liability, cost or expense (including, without limitation, reasonable fees of counsel). (f) The Trustee shall not be obligated to pay interest on any money or other assets received by it unless otherwise agreed in writing with the Company. Assets held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) 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, debenture, note, coupon, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney. (h) The Trustee shall not be deemed to have notice or actual knowledge of any Event of Default or a Registration Default (as such term is defined in Section 3(a) of the Registration Rights Agreement) or the obligation of the Company to pay Liquidated Damages unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact a Default is received by the Trustee pursuant to Section 15.2 hereof, and such notice references the Securities and this Indenture. (i) The rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and under the Pledge Agreement and as the Pledged Securities Intermediary under the Pledge Agreement, and each Paying Agent, authenticating agent, Conversion Agent or Registrar acting hereunder.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities,a Series: (1i) the Trustee undertakes to perform with respect to such Series such duties and only such duties as are specifically set forth in this Indenture with respect to Master Agreement and/or the Securities of such seriesrelated Series Supplement, and no implied covenants or obligations shall be read into this Indenture Master Agreement or the related Series Supplement against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this IndentureMaster Agreement and/or the related Series Supplement; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureMaster Agreement and/or the related Series Supplement. (b) In case If an Event of Default with respect to any series of Securities a Series has occurred and is continuing, the Trustee shall exercise such of the rights and powers with respect to the Securities of such series such rights and powers Series vested in it by this IndentureMaster Agreement and/or the related Series Supplement, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (c) No provisions provision of this Indenture Master Agreement or any Series Supplement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct; provided, except that (1i) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the related Series Support Provider or, if the related Series Support Provider is not a Series Controlling Party or if there is no Series Support Provider for such Series, the Holders or of a majority in principal amount of the Outstanding Securities Maximum Series Limit of any series the Notes of the related Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture Master Agreement, the related Series Supplement or the related Series Support with respect to the Securities Notes of such seriesthe related Series; and (4iv) no provision of this Indenture Master Agreement or the related Series Supplement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunderhereunder or thereunder, 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. (d) Whether or not herein or therein expressly so provided, every provision of this Indenture Master Agreement and the related Series Supplement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of paragraphs (a), (b) and (c) of this Section. (e) The Trustee shall not be liable for interest on any money received by it. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law or the terms of this Master Agreement or the related Series Supplement. (g) The Trustee shall, upon one Business Day's prior notice received by the Trustee, permit any representative of the related Series Controlling Party or any representative of the related Series Support Provider, if any, during the Trustee's normal business hours, to examine all books of account, records, reports and other papers of the Trustee relating to the Notes of the related Series, to make copies and extracts therefrom and to discuss the Trustee's affairs and actions, as such affairs and actions relate to the Trustee's duties with respect to such Notes, with the Trustee's officers and employees responsible for carrying out the Trustee's duties with respect to such Notes. (h) In no event shall the Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of any Servicer, with respect to any Series except during such time, if any, as the Trustee, in its capacity as successor Servicer for such Series shall be the successor to, and be vested with the rights, powers, duties and privileges of the Servicer in accordance with the provisions of Section 9.02

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform shall not be liable except for the performance of such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securities,series: (1i) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such any series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case If an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1i) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4iv) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during The Trustee, prior to the continuance occurrence of an Event of Default with respect to any a particular series of Securities, (1) Securities and after the Trustee curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture. In case an Event of Default with respect to a particular series of Securities has occurred (which has not been cured or waived), the Securities Trustee shall exercise such of the rights and powers vested in it by this Indenture relating to such series, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to a particular series of Securities and after the curing or waiving of all Events of Default which may have occurred with respect to such series: (1) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its partthe part of the Trustee, the Trustee may, with respect to Securities of such series, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any an error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3c) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith relating to Securities of any series in accordance with the direction of the Holders or of not less than a majority in principal amount of the Outstanding Securities of any such series then Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision series under this Indenture. None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds for believing that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during With respect to the continuance Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with the respect to any the Securities of that series and after the curing or waiving of Securities, (1) the Trustee all Events of Default which may have occurred with respect to that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture. In case an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived) the Trustee shall exercise such seriesof the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that (1) prior to the occurrence of an Event of Default with respect to Securities of any series and after the curing or waiving of all Events of Default which may occurred: (A) the duties and obligations of the Trustee with respect to Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2B) in the absence of bad faith on its partthe part of the Trustee, the Trustee may, with respect to Securities of such series, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or a majority in principal amount of the Outstanding Securities of any series pursuant to Section 512 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to Indenture. None of the Securities of such series; and (4) no provision of provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit or it does not receive an indemnity satisfactory to it against such risk, liability, loss, fee or expense which might be incurred by it in compliance with such request or directions. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securities,series: (1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that: (1) this Subsection This subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securities,series: (1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that: (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities 45 of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Securities of any series of Securitiesfor which the Trustee is serving as such, (1) the such Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the such Trustee; and (2) in the absence of negligence, bad faith or willful misconduct on its part, the such Trustee may, with respect to Securities of such series, 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 such Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the such Trustee, the such Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to any a series of Securities has occurred and is continuing, the Trustee shall exercise with respect to for the Securities of such series shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee for Securities of any series from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this SectionSection 601; (2) the such Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the such Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series particular series, determined as provided in Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the such Trustee, or exercising any trust or power conferred upon the such Trustee, under this Indenture with respect to the Securities of such that series; and (4) no provision of this Indenture shall require the Trustee for any series of Securities to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee for any series of Securities shall be subject to the provisions of this SectionSection 601.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case If an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that (1) this Subsection subsection shall not be construed to limit the effect of Subsection sub-section (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Securities of any series one or more series, as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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 has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Securities of any series of Securitiesseries, (1i) the Trustee undertakes to perform perform, with respect to the Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to and the Securities of such seriesTrust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to the Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to the Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1i) this Subsection shall not be construed to limit the effect of Subsection Subsections (a) and (d) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; andIndenture. (4d) no No provision of this Indenture shall require the Trustee 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. (de) Whether or not therein expressly so provided, every provision of this Indenture or relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the occurrence and continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee with respect to such series; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s its own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Securities of any series Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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 and 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and. (2) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (3) In the absence of bad faith on its part, the Trustee mayTrustee, with respect to Securities in the exercise of such seriesits rights and duties hereunder, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to and comply with the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c4) No provisions provision of this Indenture shall be construed to relieve the Trustee from the duties imposed on it in Sections 601(2) and (3) or from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that: (1a) this Subsection Section shall not be construed to limit the effect of Subsection Sections 601(1), (a2) of this Sectionand (3); (2b) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the a direction of the Holders or a majority in principal amount of the Outstanding Securities of any series pursuant to Section 512 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such seriesIndenture; and (4d) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal 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. (d5) Whether or not therein herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSections 601, 602 and 603.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect known to any series of Securities,the Indenture Trustee as provided in subsection (e) below: (1i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (2ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may, with respect to Securities of such series, may conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions opinions, which by any provision hereof are specifically required to be furnished to the Indenture Trustee, such certificate or opinion shall cite the applicable provision and the Indenture Trustee shall be under a duty to examine the same and to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the The Indenture Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their its exercise, as a prudent Person reasonable person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductmisconduct or bad faith, except that: (1i) this Subsection subsection (c) shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Holders Majority Noteholders (or a majority other such percentage as may be required by the terms hereof) in principal amount of the Outstanding Securities of any series accordance with Section 6.14 relating to the time, method and place of conducting any proceeding Proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Securities of such seriesIndenture; and (4iii) no provision of this Indenture shall require the Indenture Trustee 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 nothing herein contained shall excuse the Indenture Trustee for failure to perform its duties as Indenture Trustee under this Indenture. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this SectionSection 7.01. (e) For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice of any Event of Default described in Section 6.01(d) or any Default described in Section 6.01(c) unless a Responsible Officer assigned to and working in the Indenture Trustee's Corporate Trust Office has actual knowledge or has received written notice of any event which is in fact such an Event of Default or Default, and such notice references (i) the Notes generally, the Issuer, the Trust Estate or this Indenture and (ii) the Section or Sections under which such event constitutes an Event of Default or Default. (f) The Indenture Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability that is adjudicated, in connection with any action so taken. (g) Notwithstanding any extinguishment of all right, title and interest of the Issuer in and to the Trust Estate following an Event of Default and a consequent declaration of acceleration of the maturity of the Notes, whether such extinguishment occurs through a Sale of the Trust Estate to another person or the acquisition of the Trust Estate by the Indenture Trustee or the Noteholders, the rights of the Noteholders shall continue to be governed by the terms of this Indenture. (h) Notwithstanding anything to the contrary contained herein, the provisions of subsections (e) through (g), inclusive, of this Section 7.01 shall be subject to the provisions of subsections (a) through (c), inclusive, of this Section 7.01.

Certain Duties and Responsibilities. (a) Except With respect to Securities of any series, except during the continuance of an Event of Default with respect to any series Securities of Securitiessuch series, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of for this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except EXCEPT that (1) this Subsection (c) shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to Securities of any series and with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any such series relating to the time, method and place of conducting any and proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such seriesIndenture; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Securities of any series of Securitiesseries, (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series and all other series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise continuing with respect to the Securities of any series, the Trustee shall exercise such series such of the rights and powers vested in it by this IndentureIndenture with respect to the Securities of such series, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1i) this Subsection shall not be construed to limit the effect of Subsection (a) of this SectionSection 8.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in respect of the Securities of any series in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any such series pursuant to Section 7.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such seriesIndenture; and (4iv) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 8.01.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securitiesseries, (1i) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has shall have occurred and is be continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1i) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any one or more series then Outstanding, as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4iv) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of SecuritiesDefault, (1) the Trustee undertakes to perform such duties duties, and only such duties duties, as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee or any predecessor Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions (whether in their original or facsimile form) furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of any facts or mathematical calculations stated therein). (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Debt Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Debt Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise shall, with respect to the Debt Securities of such series series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Debt Securities of any such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture Indenture; (4) the Trustee is under no obligation or duty to pay interest on or invest any funds deposited with respect it except as specifically provided in this Indenture, and all investment activities undertaken by the Trustee, if any, shall be at and pursuant to the Securities written instruction of such seriesthe Company; and (45) no provision of this Indenture shall require the Trustee shall not be required 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. (e) Any opinion required or permitted to be delivered to the Trustee hereunder may be addressed and delivered to the entity serving as Trustee hereunder solely in its individual capacity and not in its capacity as Trustee, fiduciary or as representative of the holders of such Debt Securities and Coupons issued by the Company.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Securities of any series of Securities,for which the Trustee is serving as such: (1) the such Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the such Trustee; and (2) in the absence of bad faith on its part, the such Trustee may, with respect to Securities of such series, 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 such Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the such Trustee, the such Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any a series of Securities has occurred and is continuing, the Trustee shall exercise with respect to for the Securities of such series shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee for the Securities of any series from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the such Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the such Trustee was negligent in ascertaining the pertinent facts; (3) the such Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series particular series, determined as provided in Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the such Trustee, or exercising any trust or power conferred upon the such Trustee, under this Indenture with respect to the Securities of such that series; and (4) no provision of this Indenture shall require the Trustee for any series of Securities 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee for any series of Securities shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series the Securities of Securitiesa series, (1) the Trustee undertakes to perform such duties and only such duties with respect to such series as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall with respect to such series will be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee maymay conclusively rely, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, and upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to any the Securities of a series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this IndentureIndenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her or her own affairs. (c) No provisions provision of this Indenture shall will be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection shall subsection will not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall will not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall will be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the a direction of the Holders or a majority Holders, given as provided in principal amount of the Outstanding Securities of any series Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such seriesIndenture; and (4) no provision of this Indenture shall will require the Trustee 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 will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 601.

Certain Duties and Responsibilities. (ai) Except during the continuance of an Event of Default with respect to any series Series of Securities,: (1a) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesSeries, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee with respect to such Series; and (2b) in the absence of bad faith on its part, the Trustee may, may conclusively rely with respect to the Securities of such series, conclusively relythat Series, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates certificate or opinions which that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form to the requirements of this Indenture. (bii) In case an Event of Default with respect to any series Series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this IndentureIndenture with respect to such Series, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (ciii) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1a) this Subsection Section 8.01(iii) shall not be construed to limit the effect of Subsection (a) of this SectionSection 8.01(i); (2b) the Trustee shall not be liable for any error of or judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3c) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such seriesSeries; and (4d) no provision of this Indenture shall require the Trustee 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. (div) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 8.01.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series pursuant to the provisions of Section 5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securitiesseries, (1i) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series pursuant to the provisions of Section 5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4iv) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series the Securities of Securities,a particular series: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and as are provided by the Trust Indenture Act with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuingcontinuing with respect to the Securities of a particular series, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own bad faith or willful misconduct, except that: (1i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Securities of any series series, given pursuant to Section 5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4iv) no provision of this Indenture shall require the Trustee 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. (d) Whether or not Regardless of whether therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has shall have occurred and is be continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that (1) this Subsection clause (c) shall not be construed to limit the effect of Subsection clause (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series one or more series, as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Debt Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Debt Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise shall, with respect to the Debt Securities of such series series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Debt Securities of any such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture Indenture; (4) the Trustee is under no obligation or duty to pay interest on or invest any funds deposited with respect it except as specifically provided in this Indenture, and all investment activities undertaken by the Trustee, if any, shall be at and pursuant to the Securities written instruction of such seriesthe Company; and (45) no provision of this Indenture shall require the Trustee shall not be required 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. (e) Any opinion required or permitted to be delivered to the Trustee hereunder may be addressed and delivered to the entity serving as Trustee hereunder solely in its individual capacity and not in its capacity as Trustee, fiduciary or as representative of the holders of such Debt Securities issued by the Company.

Certain Duties and Responsibilities. (a) Except during The Trustee, prior to ----------------------------------- the continuance occurrence of an Event of Default with respect to Securities of any series and after the curing or waiving of Securities, (1) the Trustee all Events of Default with respect to Securities of any series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the such series. In case an Event of Default with respect to Securities of any series has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that (a) prior to the occurrence of an Event of Default with respect to Securities of any series and after the curing or waiving of all Events of Default with respect to Securities of any series which may have occurred: (1) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its partthe part of the Trustee, the Trustee may, with respect to Securities of such series, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee by the Company and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.; (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3c) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders or of not less than a majority in aggregate principal amount of the Outstanding Securities of any series at the time Outstanding (determined as provided in Section 8.4) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such seriesIndenture; and (4d) no provision none of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds for believing that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it. (d) . Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 7.1.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has shall have occurred and is be continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series one or more series, as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a1) Except during the continuance of an Event of Default with respect to any series of Securities, (1a) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2b) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively relyrely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which that by any provision hereof specifically are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b2) In case If an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (c3) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1a) this Subsection shall not be construed to limit the effect of Subsection (a1) of this Section; (2b) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4d) no provision of this Indenture shall require the Trustee shall not be required 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during In addition to the continuance of an Event of Default with respect to any series of Securities,duties and responsibilities provided for herein, the Regular Trustees shall have the following exclusive duties: (1i) to negotiate, execute and deliver the Trustee undertakes Sponsor Agreement or any amendment thereto on behalf of the Trust (which may be executed by any one Regular Trustee); (ii) to perform such maintain bank accounts, brokerage accounts and other custody accounts that receive Trust income and receipts from which Trust expenditures and distributions are disbursed; (iii) to maintain the Trust Property; (iv) to maintain Trust records; (v) to maintain an office for Trust business; (vi) to originate, facilitate and review Trust reports and other Trust communications; (vii) to execute documents and authorize Trust account transactions; (viii) to retain accountants, attorneys, agents and other advisors in connection with its duties under this Agreement; (ix) to file reports and only such duties as are specifically set forth in this Indenture returns on behalf of the Trust with respect government agencies to the Securities of such series, extent required by applicable law and no implied covenants or obligations shall read into this Indenture against as specifically directed in writing by the TrusteeSponsor; and (2x) in the absence of bad faith on its part, the Trustee may, with respect to Securities of perform such series, conclusively rely, other actions as are necessary to the truth effect any of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indentureforegoing duties. (b) In case an Event The duties and responsibilities of Default the Trustees shall be as provided by this Agreement. Except as provided in Section 2.8 or other express provisions hereof, the Sponsor and the Trustees hereby acknowledge and agree that the Trustees are authorized, directed and instructed to act as specifically authorized in writing by the Sponsor. Any written instructions, notwithstanding any error in the transmission thereof or that such instructions may not be genuine, shall, as against the Sponsor and in favor of the Trustees, be conclusively deemed to be valid instructions from the Sponsor to the Trustees for the purposes of this Agreement, if believed in good faith by the Trustees to be genuine and if not otherwise insufficient on the face of such written instructions; provided, however, that a Trustee in its discretion may decline to act upon any instructions where they are not received by such Trustee in sufficient time for such Trustee to act upon or in accordance with respect such instructions, where such Trustee has reasonable grounds for concluding that the same have not been accurately transmitted or are not genuine or where such Trustee believes in good faith that complying with such instructions is contrary to applicable law or might subject such Trustee to any series of Securities has occurred liability. If a Trustee declines to act upon any instructions for any reason set out in the preceding sentence, it shall notify (and is continuingprovide reasonable detail to) the Sponsor and the other Trustees in writing forthwith after it so declines. In addition, the Delaware Trustee shall not be required to take or refrain from taking any action if the Trustee shall exercise with respect have determined, or shall have been advised by counsel, that such performance is likely to involve the Delaware Trustee in personal liability or is contrary to the Securities terms of such series such rights and powers vested in it by this IndentureAgreement, and use any other document to which the same degree of care and skill in their exercise, as Trust is a prudent Person would exercise party or use under the circumstances in the conduct of such person’s own affairsotherwise contrary to law. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee The Trustees shall not be liable for any error act or omission in the course of judgment made or connected with their performance hereunder, except only that each Trustee shall be subject to liability and assume the entire responsibility for direct damages suffered by the Sponsor or any other Person occasioned by such Trustee’s own gross negligence or willful misconduct or the gross negligence or willful misconduct of any of such Trustee’s directors, officers or employees in the rendering of its performance hereunder, as determined by a court of competent jurisdiction. (d) The Trustees shall incur no liability to anyone in acting upon any document, including any certified items referenced herein, reasonably believed by them to be genuine (which is not insufficient on its face) and to have been signed by the proper Person or Persons, including (i) written instructions from the Sponsor, and (ii) a certified copy of a resolution of the Board of Directors or other governing body of any corporate party, which shall be conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustees may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate, if relied upon by the Trustees in good faith by a responsible officerfaith, unless it shall be proved that constitute full protection to the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to Trustees for any action taken or omitted to be taken by it them in good faith in reliance thereon. In no event shall the Trustees be liable to any Persons for (A) acting in accordance with instructions from the Sponsor, (B) any damages in the nature of special, indirect or consequential damages, however styled, including, without limitation, lost profits, or for any losses due to forces beyond the control of such Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Trustees by third parties or (C) the acts or omissions of their nominees, correspondents, designees, agents or subagents appointed by them in good faith. (e) In the event that the Trustees are unsure of the course of action to be taken by them hereunder, the Trustees may request instructions from the Sponsor as to such course of action to be taken. In the event that no instructions are provided within the time requested by the Trustees, they shall have no duty or liability for their failure to take any action or for any action they take in good faith and in accordance with the direction terms hereof. (f) In the exercise or administration of the Holders or a majority in principal amount trusts hereunder, the Delaware Trustee may, at the expense of the Outstanding Securities Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any series such counsel, accountants or other experts. For the avoidance of doubt, the Delaware Trustee shall have no responsibility for any tax matters relating to the timeTrust. The parties hereto hereby irrevocably waive, method and place of conducting any proceeding for any remedy available to the Trusteefullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding against the Delaware Trustee arising out of or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to this Trust Agreement or the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Sectiontransactions contemplated hereby.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default has occurred with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this IndentureIndenture with respect to such series of Securities, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except EXCEPT that (1) this Subsection subsection shall not be construed to limit the effect of Subsection (a) of this SectionSection 6.01; (2) the Trustee shall not be liable for any error of or judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series series, determined as provided in Section 5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 6.01.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection subsection (c) shall not be construed to limit the effect of Subsection subsection (a) of this SectionSection 6.01; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 6.01.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct, except that: (1i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4iv) no provision of this Indenture shall require the Trustee 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. (dv) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, : (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall read into this Indenture against the Trustee; and and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that : (1) this Subsection shall not be construed to limit the effect of Subsection clause (a) of this Section; above; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; ; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and; (4) no provision of this Indenture shall require the Trustee 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; (5) the Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company; and (6) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss or profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage regardless of the form of action. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance per formance 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except With respect to Debt Securities of any series, except during the continuance of an Event of Default with respect to any series the Debt Securities of Securitiessuch series, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Debt Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise shall, with respect to the Debt Securities of such series or any coupons, as the case may be, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Debt Securities of any such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Debt Securities of such series; and. (4d) no No provision of this Indenture shall require the Trustee 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. (de) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and; (4) no provision of this Indenture shall require the Trustee 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; (5) the Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company; and (6) 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 or profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage regardless of the form of action. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Debt Securities of any series of Securities,series: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to Debt Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise shall, with respect to the Debt Securities of such series series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Debt Securities of any such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture Indenture; (4) the Trustee is under no obligation or duty to pay interest on or invest any funds deposited with respect it except as specifically provided in this Indenture, and all investment activities undertaken by the Trustee, if any, shall be at and pursuant to the Securities written instruction of such seriesthe Company; and (45) no provision of this Indenture shall require the Trustee shall not be required 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 and/or security against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities,: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default of which a Responsible Officer of the Trustee has received actual written notice at the Corporate Trust Office, with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this IndentureIndenture and any indenture supplemental hereto or Board Resolution relating to such series of Securities, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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 reasonably satisfactory to it against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (ai) Except during the continuance of an Event of Default with respect to any series Series of Securities,: (1a) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesSeries, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee with respect to such Series; and (2b) in the absence of bad faith on its part, the Trustee may, may conclusively rely with respect to Securities of such series, conclusively relythat Series, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates certificate or opinions which that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form to the requirements of this Indenture. (bii) In case an Event of Default with respect to any series Series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this IndentureIndenture with respect to such Series, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (ciii) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1a) this Subsection shall not be construed to limit the effect of Subsection (ai) of this Section; (2b) the Trustee shall not be liable for any error of or judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3c) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such seriesSeries; and (4d) no provision of this Indenture shall require the Trustee 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. (div) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case If an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Securities of any series one or more series, as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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 has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during The Trustee, ----------------------------------- prior to the continuance occurrence of an Event of Default with respect to any a particular series of Securities, (1) Securities and after the Trustee curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture. In case an Event of Default with respect to a particular series of Securities has occurred (which has not been cured or waived), the Securities Trustee shall exercise such of the rights and powers vested in it by this Indenture relating to such series, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to a particular series of Securities and after the curing or waiving of all Events of Default which may have occurred with respect to such series: (1) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its partthe part of the Trustee, the Trustee may, with respect to Securities of such series, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any an error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3c) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith relating to Securities of any series in accordance with the direction of the Holders or of not less than a majority in principal amount of the Outstanding Securities of any such series then Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision series under this Indenture. None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds for believing that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a1) Except during The Warrant Agent and the continuance of an Event of Default Property Trustee (each, a "Party", and together, the "Parties") undertake to perform, with respect to any series of Securities, (1) the Trustee undertakes to perform this Agreement, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesAgreement, and no implied covenants or obligations shall be read into this Indenture Agreement against any Party. The provisions regarding the Trustee; andappointment, removal, resignation, vacancies, meetings, delegation of power and merger, conversion, consolidation or succession to business applicable to such Party in the Trust Agreement or Warrant Agreement, as to which such Person is a party, shall apply to the performance of such Persons duties and obligations hereunder. Without limiting the foregoing, (2a) in In the absence of bad faith or negligence on its part, the Trustee any Party may, with respect to Securities of such seriesthe Securities, 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 such Party and conforming to the requirements of this Indenture; Agreement but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteea Party, the Trustee such Party shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureAgreement. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions provision of this Indenture Agreement shall be construed to relieve the Trustee any Party from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee no Party shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee such Party was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (43) no provision of this Indenture Agreement shall require the Trustee any Party 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 provided to it. (dc) Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Parties shall be subject to the provisions of this Section. (d) Any Party may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (e) Any request or direction of IndyMac Bancorp mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Issuer Order or Issuer Request, and any resolution of the Board of Directors of IndyMac Bancorp may be sufficiently evidenced by a Board Resolution; (f) Whenever in the administration of this Agreement any Party shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, such Party (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate of IndyMac Bancorp; (g) Any Party 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; (h) No Party shall 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, debenture, note, other evidence of indebtedness or other paper or document, but any Party, in its discretion, may make reasonable further inquiry or investigation into such facts or matters as it may see fit, and, if such Party shall determine to make such further inquiry or investigation, it shall be given a reasonable opportunity to examine the books, records and premises of IndyMac Bancorp, personally or by agent or attorney at the sole cost of IndyMac Bancorp and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (i) Any Party may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or an Affiliate and no Party shall be responsible for any misconduct or negligence on the part of any agent or attorney or an Affiliate appointed with due care by it hereunder; (j) No Party shall be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (k) No Party shall be deemed or have notice of any default or event of default unless an officer in the corporate trust department of such Party has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by such Party at its address identified in this Agreement, and such notice references the Securities and this Agreement; (l) The rights, privileges, protections, immunities and benefits given to each Party, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, such Party in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; (m) The recitals contained herein and in the Certificates shall be taken as the statements of IndyMac Bancorp, and no Party assumes any responsibility for their accuracy. No Party makes any representations as to the validity or sufficiency of either this Agreement or of the Securities; (n) Any Party in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with IndyMac Bancorp or any other Person with the same rights it would have if it were not a Party; (o) IndyMac Bancorp agrees to pay each Party such compensation, and to reimburse each Party for such expenses, as shall be provided from time to time in the Trust Agreement and the Warrant Agreement to which such Party is a signatory; (p) The provisions of this Section shall survive the termination of this Agreement; and (q) No Party shall be accountable for the use or application by IndyMac Bancorp of Securities or the proceeds thereof.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securities,series: (1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to Securities of any series of Securities has shall have occurred and is be continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that: (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series one or more series, as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities,: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and only with respect to the series of Securities of such seriesas to which it is Trustee, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuingcontinuing as to a series of Securities as to which it is Trustee, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount or, if such Securities are not payable at Maturity for a fixed principal amount, the aggregate issue price of the Outstanding Securities of any series series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and. (4d) no No provision of this Indenture shall require the Trustee 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. (de) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of SecuritiesDefault, (1) the Trustee undertakes to perform such duties and only such duties as are provided in the Trust Indenture Act or specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein). (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection (c) shall not be construed to limit the effect of Subsection Subsections (a) or (d) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series series, determined as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and. (4d) no No provision of this Indenture shall require the Trustee 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. (de) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a1) Except during the continuance of an Event of Default with respect to any series of SecuritiesDefault, (1a) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and; (2b) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; and (c) the obligations, responsibilities and liabilities of the Trustee under this Indenture are contractual in nature and the Trustee shall not be deemed to be acting as a fiduciary or common law trustee. (b2) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c3) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except EXCEPT that (1a) this Subsection shall not be construed to limit the effect of Subsection (a1) of this Section; (2b) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series series, determined as provided in Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4d) no provision of this Indenture shall require the Trustee 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. (d4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Senior Notes of any series of Securitiesseries, (1) the Trustee undertakes to perform perform, with respect to Senior Notes of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities Senior Notes of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions opinions, which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Senior Notes of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities Senior Notes of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities Senior Notes of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities Senior Notes of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of SecuritiesDefault, (1i) the Trustee undertakes to perform such duties duties, and only such duties duties, as specifically are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same such certificates or opinions to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except except, to the extent permitted by the Trust Indenture Act that: (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2i) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3ii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series (or if an Event of Default shall have occurred and be continuing with respect to more than one series of Securities, the Holders of a majority in aggregate principal amount of the Outstanding Securities of all such series, considered as one class), relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of the affected series, provided such seriesdirection shall not be in conflict with any rule of law or with this Indenture; and (4iii) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during Each of the continuance of an Event of Default Purchase Contract Agent and Trustee undertakes to perform, with respect to any series of Securities, (1) the Trustee undertakes to perform Units and Purchase Contracts, such duties and only such duties as are specifically delegated to it and set forth in this Indenture Agreement. (b) No provision of this Agreement shall be construed to relieve the Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (i) the duties and obligations of the Purchase Contract Agent with respect to the Securities Purchase Contracts shall be determined solely by the express provisions of this Agreement, and the Purchase Contract Agent shall not be liable except for the performance of such seriesduties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Indenture Agreement against the Purchase Contract Agent or the Trustee; and; (2ii) in the absence of bad faith on its partthe part of the Purchase Contract Agent and/or the Trustee, as applicable, the Trustee mayPurchase Contract Agent and/or the Trustee, with respect to Securities of such seriesas applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee Purchase Contract Agent and/or the Trustee, as applicable, and conforming to the requirements of this IndentureAgreement; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent and/or the Trustee, the Trustee Purchase Contract Agent and/or the Trustee, as applicable, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. Agreement (b) In case an Event but need not confirm or investigate the accuracy of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise mathematical calculations or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Sectionother facts stated therein); (2iii) the Trustee Purchase Contract Agent and/or the Trustee, as applicable, shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer or Responsible Officers of the Purchase Contract Agent and/or the Trustee, as applicable, unless it shall be proved that the Trustee Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts;; and (3iv) the Trustee Purchase Contract Agent and/or the Trustee, as applicable, shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or a majority in principal amount of the Outstanding Securities of any series pursuant to Section 7.08 relating to the time, method and place of conducting any proceeding for any remedy available to the Purchase Contract Agent and/or the Trustee, as applicable, or exercising any trust right or power conferred upon the Purchase Contract Agent and/or the Trustee, as applicable, under this Indenture Agreement. (c) This Agreement shall not be deemed to create a fiduciary relationship under state or federal law between U.S. Bank National Association, in its capacity as the Purchase Contract Agent, and any Holder of any Equity-Linked Security or between U.S. Bank National Association, in its capacity as Trustee under the Indenture, and any Holder of any Purchase Contract (whether separated or as part of a Unit). Nothing herein shall be deemed to govern or effect the Trustee’s rights, duties, responsibilities, benefits, protections, indemnities or immunities with respect to the Securities Notes, which shall be governed by the Indenture. All of such series; and (4) no provision the provisions contained in the Indenture in respect of the rights, powers, privileges, and immunities of the Trustee shall be applicable in respect of this Indenture Agreement as fully and with like force and effect as though fully set forth in full herein. None of the provisions contained in this Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except With respect to Debt Securities of any series, except during the continuance of an Event of Default or Default with respect to any series the Debt Securities of Securitiessuch series, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default or Default with respect to Debt Securities of any series of Securities or any appurtenant Coupons has occurred and is continuing, the Trustee shall exercise shall, with respect to the Debt Securities of such series or any appurtenant Coupons, as the case may be, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders or of a majority in aggregate principal amount of the Outstanding Debt Securities of any such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; andIndenture. (4d) no No provision of this Indenture shall require the Trustee 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. (de) Notwithstanding any other provision of this Indenture, under no circumstances shall the Trustee be deemed to have fiduciary obligations with respect to any Person including, without limitation, Ordinary Creditors, other than Holders of Debt Securities, as and to the extent provided in this Indenture. (f) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securities,series: (1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to the Securities of any series of Securitiesfor which the Trustee is serving as such, (1) the such Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the such Trustee; and (2) in the absence of bad faith on its part, the such Trustee may, with respect to Securities of such series, 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 such Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the such Trustee, the such Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any a series of Securities has occurred and is continuing, the Trustee shall exercise with respect to for the Securities of such series shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee for Securities of any series from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the such Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the such Trustee shall not be liable with respect to any action taken taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders or of not less than a majority in principal amount of the Outstanding Securities of any series particular series, determined as provided in Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the such Trustee, or exercising any trust or power conferred upon the such Trustee, under this Indenture with respect to the Securities of such that series; and (4) no provision of this Indenture shall require the Trustee for any series of Securities to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee for any series of Securities shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, The Trustee (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesAgreement, and no implied covenants or obligations shall be read into this Indenture Agreement against the Trustee; and Trustee and (2ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished pursuant to the Trustee and conforming to the requirements of this IndentureAgreement; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureAgreement. (b) In case an Event Notwithstanding the appointment of Default with respect the Master Servicer hereunder, the Trustee is hereby empowered to any series perform the duties of Securities has occurred the Master Servicer hereunder whether following the failure of the Master Servicer to perform, pursuant to Section 8.20 hereof or otherwise. Specifically, and is continuingnot in limitation of the foregoing, the Trustee shall exercise with respect have the power: (i) to collect Mortgagor payments; (ii) to foreclose on defaulted Mortgage Loans; (iii) to enforce due-on-sale clauses and to enter into assumption and substitution agreements as permitted by Section 8.12 hereof; (iv) to deliver instruments of satisfaction pursuant to Section 8.14; (v) to make Delinquency Advances and Servicing Advances and to pay Compensating Interest, and (vi) to enforce the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairsMortgage Loans. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1i) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officeran Authorized Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders Certificate Insurer or of the Owners of a majority in principal amount Percentage Interest of the Outstanding Securities Certificates of any series the affected Class or Classes and the Certificate Insurer relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Sectionsuch Certificates.

Certain Duties and Responsibilities. (a) Except during The Trustee, prior to the continuance occurrence of an Event of Default and after the curing or waiving of all Events of Default with respect to any the Debt Securities of a series of Securities, (1) the Trustee that may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) . In case an Event of Default has occurred that has not been cured or waived with respect to any series the Debt Securities of Securities has occurred and is continuinga series, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (c) . No provisions provision of this Indenture shall be construed bx xxxxtrued to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1a) this Subsection subsection shall not be construed to limit the effect of Subsection (a) the first paragraph of this SectionSection 7.01; (b) prior to the occurrence of an Event of Default with respect to the Debt Securities of a series and after the curing or waiving of all Events of Default with respect to such series that may have occurred: (1) the duties and obligations of the Trustee with respect to Debt Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to such series as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein; (c) the Trustee shall not be liable for any an error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;; and (3d) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders or of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of any that series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Debt Securities of such series; and (4) no provision . None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it there shall have be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) . Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default Default, with respect to Securities of any series of Securities,series: (1) . the Trustee undertakes to perform perform, with respect to Securities of such duties and only series, such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) . in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series series, determined as provided in Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4iv) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the The Trustee undertakes to perform such any duties and only such duties as are specifically set forth in this Indenture with respect to the Securities Notes of such any series, class or tranche of Notes, and no implied covenants or obligations shall will be read into this Indenture against the Trustee; and. (2b) in In the absence of bad faith on its part, the Trustee may, with respect to Securities Notes of such any series, class or tranche, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (bc) In case an Event of Default with respect to any series series, class or tranche of Securities Notes has occurred and is continuing, the Trustee shall will exercise with respect to the Securities Notes of such series series, class or tranche such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person fiduciary would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (cd) No provisions provision of this Indenture shall will be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1i) this Subsection shall clause will not be construed to limit the effect of Subsection clause (a) of this Section; (2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a responsible officerTrustee Authorized Officer, unless it shall will be proved that the Trustee was negligent in ascertaining the pertinent facts; (3iii) the Trustee shall will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Majority Holders or a majority in principal amount of the Outstanding Securities of any series series, class or tranche relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities Notes of such series, class or tranche; and (4iv) no provision of this Indenture shall will require the Trustee 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 will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (de) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall will be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to Securities of any series of Securitiesseries, (1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to Securities of any series of Securities has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series pursuant to the provisions of Section 5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise other wise 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 reason able grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this IndentureIndenture with respect to each series of Securities for which it acts as Trustee and with respect to which an Event of Default is continuing, and with respect to such series of Securities use the same degree of care and skill in their exercise, exercise as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except With respect to Securities of any series, except during the continuance of an Event of Default with respect to any series the Securities of Securitiessuch series, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In With respect to Securities of any series, in case an Event of Default with respect to any the Securities of such series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person individual would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it with respect to Securities of any series in good faith in accordance with the direction of the Holders or of a majority in principal amount of the Outstanding Securities of any series such series, determined as provided in and subject to Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to 40 be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series of Securities, (1) the Trustee undertakes to perform such duties and only such duties with respect to the Securities of that series as are specifically set forth in this Indenture with respect to the Securities of such seriesIndenture, and no implied covenants or obligations with respect to the Securities of that series shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee maymay conclusively rely, with respect to the Securities of such that series, 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 and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to such of the Securities of such series such rights and powers vested in it by this IndentureIndenture with respect to the Securities of that series, and use the same degree of care and skill in their exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (c) No provisions provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officerResponsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or a majority Holders, given as provided in principal amount of the Outstanding Securities of any series Section 5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such seriesIndenture; and (4) no provision of this Indenture shall require the Trustee 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. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.. ARTICLE SEVEN

Certain Duties and Responsibilities. (a) Except during The Trustee shall have and be subject to all the continuance duties and responsibilities specified with respect to an indenture trustee in the Trust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee. (b) The Trustee, prior to the occurrence of an Event of Default with respect to any series and after the curing or waiving of Securities, (1) the Trustee all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default of which the Trustee has knowledge (as provided in Section 903(h) hereof) has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (c) No provision of this Indenture with respect shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that prior to the Securities occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of, or failure to perform, such seriesduties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith on its partthe part of the Trustee, the Trustee may, with respect to Securities of such series, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions which that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (bd) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith faith, in accordance with the direction of the Holders or a majority in principal amount of the Outstanding Debt Securities of any series pursuant to Section 812, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; andIndenture. (4e) no No provision of this Indenture shall require the Trustee 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 it is not reasonably assured of receiving (i) repayment of such funds or (ii) indemnity, in an amount deemed adequate indemnity to the Trustee in its reasonable judgment, against such risk or liability is not reasonably assured to itliability. (df) Notwithstanding anything contained in this Indenture to the contrary, the duties and responsibilities of the Trustee under this Indenture shall be subject to the protections, exculpations and limitations on liability afforded to the Trustee under the provisions of the Trust Indenture Act, including those provisions of such Act deemed by such Act to be included herein. (g) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.