Common use of Certain Rights of the Trustee Clause in Contracts

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (c) the Trustee may consult with counsel of its selection and any advice of such counsel promptly confirmed in writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act, and subject to Section 6.15.01: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' ’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' ’ Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer promptly upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate or an Opinion of Counsel; (i) the Trustee shall not be charged with knowledge deemed to have notice of any default or Event of Default or an event which, with respect to a series notice or lapse of Securities time or both, would constitute an Event of Default unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee Trustee, and such notice references the Securities and this Indenture; (or any successor division or department of j) the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been 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, and each agent, custodian and other Person employed to act hereunder; (k) the Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; (l) in no event shall the Trustee be responsible or liable for special, indirect, incidental, punitive 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; (m) 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; and (n) neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance by the Issuer or the Securityholders with or with respect to any securities or tax laws (including but not limited to any United States federal or state or other obligor securities or tax laws), or, except as specifically provided herein, obtain documentation on such series any transfers or exchanges of Securities or by any Holder of the Securities of such series any series. Nothing in accordance this provision shall be deemed to limit the Trustee’s duty to comply with any obligations it may have pursuant to applicable law. (o) The Trustee shall not be required to give any bond or surety in respect of the notice requirements set forth in Section 11.4performance of its powers and duties hereunder.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (c) the Trustee may consult with counsel of its selection and any advice of such counsel promptly confirmed in writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), Article Five) unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default Default or Event of Default or (ii) written notice of such default Default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4series.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); , and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Issuer; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or and/or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstandingoutstanding; provided that, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation examination shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default Default or Event of Default with respect to a series of the Securities unless either (i1) a Responsible Officer of the Trustee assigned to the Corporate Trust Office Department of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default Default or Event of Default or (ii2) written notice of such default Default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of the Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4Securities.

Certain Rights of the Trustee. Subject to Section 6.1:the provisions of TIA Sections 315(a) through 315(d): (a1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security 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; (b2) any request, direction, order request or demand direction of the Issuer Company or the Guarantor mentioned herein shall be sufficiently evidenced by an Officers' Certificate a Company Request or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); Company Order, or Guarantor Request or Guarantor Order, as the case may be, and any resolution of the Board of Directors may be sufficiently evidenced to the Trustee by a Board Resolution; (c3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (4) the Trustee may consult with counsel of its selection and any the written advice of such counsel promptly confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (d5) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture at the request, order request or direction of any of the Securityholders Holders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein by it in compliance with such request or therebydirection; (e6) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, approval, appraisal, bond, debenture, note, coupon, security, other evidence of indebtedness or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within a reasonable time Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the Trustee books, records and premises of the costsCompany and the Guarantor, expenses personally or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses agent or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandattorney; (g7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) 8) the Trustee shall not be charged with knowledge liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any default of its duties hereunder, or Event in the exercise of Default with respect to a series any of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (its rights or any successor division or department of the Trustee) powers if it shall have actual knowledge reasonable grounds for believing that repayment of such default funds or Event of Default adequate indemnity against such risk or (ii) written notice of such default or Event of Default shall have been given liability is not reasonably assured to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4it.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, couponCoupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection and any advice or opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, couponCoupon, security, or other paper or document unless requested in writing so to do by the Holders holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of liable for any default action taken or Event of Default with respect omitted to a series of Securities be taken by any transfer agent or paying agent unless either (i) a Responsible Officer of such action taken or omitted was so taken or omitted at the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department direction of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer's Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or any assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or action taken by the Trustee in reasonable reliance on an Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an any Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do so by the Holders of not less than a majority in aggregate principal amount of the Securities of all series Series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any negligent action, negligent failure to act or wilful misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4attorney.

Certain Rights of the Trustee. Subject to Section 6.15.1: (ai) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (bii) any request, direction, order or demand of the Issuer Republic mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (ciii) the Trustee may consult with counsel (and the Republic shall reimburse the Trustee for the reasonable and documented fees and expenses of its selection such counsel) and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (div) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to defend any litigation hereunder at the request, order or direction of any of the Securityholders Holders of Debt Securities pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders of Debt Securities shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred therein or thereby; (ev) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (fvi) the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; fires; floods; severe weather; wars; civil or military disturbances; acts of terrorism; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities; computer (hardware or software) or communications service or Federal Reserve Bank wire service; accidents; labor disputes; any provision of any present or future law or regulation or any act of any governmental authority; and acts of civil or military authority or governmental actions; it being understood that the Trustee shall use its best efforts to resume performance as soon as practicable under the circumstances. (vii) with respect to any Series of Debt Securities, prior to the occurrence of an Event of Default hereunder with respect to such Series of Debt Securities, and after the curing or waiving of all Events of DefaultDefault with respect to such Series of Debt Securities, 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, consent, order, approval, appraisal, bond, debenture, guaranty, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority Majority in aggregate principal amount of the Debt Securities of all series affected then such Series at the time Outstanding; provided that, that if the payment within a reasonable time to the Trustee of the documented costs, expenses or liabilities likely to be reasonably incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable from the Holders of Debt Securities of such Series indemnity or other security satisfactory to the Trustee against such expenses properly incurred or liabilities as a condition to proceeding; the reasonable documented expenses of reasonably incurred in every such investigation examination shall be paid by the Issuer Republic or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Republic upon demand; (gviii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians or attorneys not regularly in its employ and the Trustee shall not be responsible for any negligence or willful misconduct or negligence on the part of any such agent agent, custodian or attorney appointed with due care by it hereunder; and; (hix) if at any time the Trustee is served with any arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process which in any way affects this Indenture, the Debt Securities or funds held by it (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions), it shall notify the Republic in writing (to the extent permitted by applicable law, rule or regulation) and shall be authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if the Trustee complies with any such arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process, the Trustee shall not be charged with knowledge liable to any of the parties hereto or to any other person or entity even though such order, judgment, award, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect; (x) 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, and each agent, custodian and other Person employed to act hereunder; (xi) the Trustee may request that the Republic deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and (xii) 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 Article Five. The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of such act. The Trustee shall not be required to give any bond or surety. In making or disposing of any default investment permitted by this Indenture, the Trustee is authorized to deal with itself (in its individual capacity) or Event with any one or more of Default its affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such affiliate is acting as a subagent of the Trustee or for any third person or dealing as principal for its own account. Delivery of reports, information and documents to the Trustee shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Republic’s or any other entity’s compliance with any covenants under this Indenture, the Debt Securities or any other related documents. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Republic’s or any other entity’s compliance with the covenants described herein or with respect to a series any reports or other documents filed under this Indenture, the Debt Securities or any other related document. No provision of this Indenture, the Debt Securities unless either or any other related document shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate applicable law binding upon it. The rights, privileges, protections, immunities and benefits provided to the Trustee hereunder (iincluding but not limited to its right to be indemnified) a are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and to each of its Responsible Officer Officers and other Persons duly employed by the Trustee hereunder as if they were each expressly set forth herein for the benefit of the Trustee assigned to the Corporate Trust Office in each such capacity, Responsible Officer or employees of the Trustee (mutatis mutandis. The Trustee shall have the right to require that any directions, instructions or any successor division notices provided to it be signed by an Authorized Officer, be provided on corporate letterhead, be notarized, or department contain such other evidence as may be reasonably requested by the Trustee to establish the identity and/or signatures thereon. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Money Laundering Laws”), the Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee) shall have actual knowledge . Accordingly, each of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given the parties agree to provide to the Trustee, upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance to comply with the notice requirements set forth in Section 11.4Money Laundering Laws.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection choice and any advice or any Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders Holders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder with respect to the Securities of any series and after the curing or waiving of all such Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, security or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all affected series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ employ, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.17.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or any assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, security or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided PROVIDED that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act, and subject to Section 6.16.01: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate ’ Certificate, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' ’ Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed)) and the Trustee may request and be entitled to receive an Officers’ Certificate before acting or refraining from acting with respect to such request, direction, order or demand; and any resolution of the Board of Directors of the Company or a Guarantor, if any, may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Company or that Guarantor; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders Holders of the Securities of any series pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders shall have offered and provided to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount Principal Amount of the Securities of all any series affected then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable (and shall not be required to make such investigation unless it receives) indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation examination shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandCompany; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, 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 to each agent, custodian and other Person employed to act hereunder and the employees, officers and directors of the Trustee; (i) (i) the Trustee shall not be charged with deemed to have knowledge of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has received from a Holder, the Corporate Trust Office of the Trustee (Company or any successor division Guarantor written notice of any event which is in fact such a Default or department Event of Default, as the Trustee) shall have actual knowledge of case may be, and such default notice references the Securities, this Indenture, the circumstances giving rise to such a Default or Event of Default or and that the same has occurred and is continuing; and (iij) written notice The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such default or Event of Default shall have been given time to the Trustee by the Issuer or any other obligor on such series of Securities or take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Holder of Securities of person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such series in accordance with the notice requirements set forth in Section 11.4certificate previously delivered and not superseded.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act, and subject to Section 6.15.01: (a) in the absence of negligence or bad faith on its part, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by a Responsible Officer of the Company; (c) the Trustee may consult with counsel of its selection counsel, financial advisors and other experts and any written advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or and/or indemnity satisfactory to it in its sole discretion against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity and/or security satisfactory to it against such expenses or liabilities as a condition to proceeding; and the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, delegates or attorneys not regularly in its employ and the Trustee shall not be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of omissions, misconduct or negligence on the part of any such agent agent, delegate or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge deemed to have notice of any Event of Default (other than a payment default under Section 4.01(a)) unless written notice of any event which is in fact such a default or Event of Default with respect to a series of Securities unless either (i) is received by a Responsible Officer of the Trustee assigned to at the Specified Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; delivery to the Trustee (or any successor division or department of the Trustee) Company financial reports shall have not be deemed to constitute actual knowledge or constructive knowledge by the Trustee of such its contents or notice of a default or Event of Default or Default; (iii) written notice of such default or Event of Default shall have been 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 Bank of New York Mellon in each of its other capacities hereunder (including, as of the date of this Indenture, the Paying Agent and the Registrar), and each agent, custodian and other Person employed to act hereunder; (j) the Trustee may request that (and shall be entitled to receive) the Company deliver an Officer’s Certificate setting forth the names of the respective individuals and titles of officers authorized at such time to take specified actions pursuant to this Indenture with their specimen signatures, which Officer’s Certificate may be signed by the Issuer or any other obligor on person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such series certificate previously delivered and not superseded; (k) the permissive rights of Securities the Trustee enumerated herein shall not be construed as duties; (l) in no event shall the Trustee be responsible or by liable for special, indirect, punitive or consequential loss or damage of any Holder kind whatsoever (including, but not limited to, loss of Securities profit) whether or not foreseeable irrespective of whether the Trustee was advised of the likelihood of such series loss or damage and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination or discharge of this Indenture and the resignation or removal of the Trustee; (m) the Trustee shall not be responsible or liable for any failure or delay in accordance with the notice requirements set forth in Section 11.4performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; acts of terrorism; failure of any money transmission currency exchange or SWIFT system; it being understood that the Trustee shall use its best efforts to resume performance as soon as practicable under the circumstances; and (n) no provision herein shall require the Trustee to do anything which may be illegal or contrary to applicable law or regulation.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act, and subject to Section 6.15.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer's Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with on such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do so by the Holders holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation examination shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Company upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act, and subject to Section 6.1: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be is specifically prescribed herein specifically prescribedor in the terms established in respect of any series); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection selection, and any advice or any Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless (i) requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all any series affected then OutstandingOutstanding or (ii) otherwise provided in the terms of any series of Securities pursuant to Section 2.3; provided provided, that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable security or indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge deemed to have notice of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact an Event of Default is received by the Trustee at the Corporate Trust Office of and such notice references the Trustee Securities, the Issuer or this Indenture; (or any successor division or department of i) the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been 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 by in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; (j) the Trustee may request that the Issuer or any other obligor on deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such series of Securities or time to take specified actions pursuant to this Indenture, which certificate may be signed by any Holder person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; (k) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of Securities any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such series loss or damage and regardless of the form of action; and (l) the Trustee shall not be required to give any bond or surety in accordance with respect of the notice requirements set forth in Section 11.4performance of its powers and duties hereunder.

Certain Rights of the Trustee. Subject to Section 6.15.1: (a) i. the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) ii. any request, direction, order or demand of the Issuer Republic mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (c) iii. the Trustee may consult with counsel (and the Republic shall reimburse the Trustee for the reasonable and documented fees and expenses of its selection such counsel) and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) iv. the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to defend any litigation hereunder at the request, order or direction of any of the Securityholders Holders of Debt Securities pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders of Debt Securities shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred therein or thereby; (e) v. the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; vi. the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; fires; floods; severe weather; wars; civil or military disturbances; acts of terrorism; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities; computer (fhardware or software) or communications service or Federal Reserve Bank wire service; accidents; labor disputes; any provision of any present or future law or regulation or any act of any governmental authority; and acts of civil or military authority or governmental actions; it being understood that the Trustee shall use its best efforts to resume performance as soon as practicable under the circumstances. vii. with respect to any Series of Debt Securities, prior to the occurrence of an Event of Default hereunder with respect to such Series of Debt Securities, and after the curing or waiving of all Events of DefaultDefault with respect to such Series of Debt Securities, 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, consent, order, approval, appraisal, bond, debenture, guaranty, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority Majority in aggregate principal amount of the Debt Securities of all series affected then such Series at the time Outstanding; provided that, that if the payment within a reasonable time to the Trustee of the documented costs, expenses or liabilities likely to be reasonably incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable from the Holders of Debt Securities of such Series indemnity or other security satisfactory to the Trustee against such expenses properly incurred or liabilities as a condition to proceeding; the reasonable documented expenses of reasonably incurred in every such investigation examination shall be paid by the Issuer Republic or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Republic upon demand; (g) viii. the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians or attorneys not regularly in its employ and the Trustee shall not be responsible for any negligence or willful misconduct or negligence on the part of any such agent agent, custodian or attorney appointed with due care by it hereunder; ix. if at any time the Trustee is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects this Indenture, the Debt Securities or funds held by it (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions), it shall notify the Republic in writing (to the extent permitted by applicable law, rule or regulation) and shall be authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and (h) and if the Trustee complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Trustee shall not be charged with knowledge liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect; x. 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, and each agent, custodian and other Person employed to act hereunder; xi. the Trustee may request that the Republic deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and xii. 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 Article Five. The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of such act. The Trustee shall not be required to give any bond or surety. In making or disposing of any default investment permitted by this Indenture, the Trustee is authorized to deal with itself (in its individual capacity) or Event with any one or more of Default its affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such affiliate is acting as a subagent of the Trustee or for any third person or dealing as principal for its own account. Delivery of reports, information and documents to the Trustee shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Republic’s or any other entity’s compliance with any covenants under this Indenture, the Debt Securities or any other related documents. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Republic’s or any other entity’s compliance with the covenants described herein or with respect to a series any reports or other documents filed under this Indenture, the Debt Securities or any other related document. No provision of this Indenture, the Debt Securities unless either or any other related document shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate applicable law binding upon it. The rights, privileges, protections, immunities and benefits provided to the Trustee hereunder (iincluding but not limited to its right to be indemnified) a are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and to each of its Responsible Officer Officers and other Persons duly employed by the Trustee hereunder as if they were each expressly set forth herein for the benefit of the Trustee assigned to the Corporate Trust Office in each such capacity, Responsible Officer or employees of the Trustee (mutatis mutandis. The Trustee shall have the right to require that any directions, instructions or any successor division notices provided to it be signed by an Authorized Officer, be provided on corporate letterhead, be notarized, or department contain such other evidence as may be reasonably requested by the Trustee to establish the identity and/or signatures thereon. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Money Laundering Laws”), the Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee) shall have actual knowledge . Accordingly, each of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given the parties agree to provide to the Trustee, upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance to comply with the notice requirements set forth in Section 11.4Money Laundering Laws.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Issuers mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of an Issuer may be evidenced to the Trustee by a Board Resolution; (c) the Trustee may consult with counsel of its selection and any advice of such counsel promptly confirmed in writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.95.7), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Issuers or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Issuers upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by either of the Issuer Issuers or any other obligor on such series of Securities or by any Holder of Securities of such series series; and (i) the Trustee shall not be liable for any action taken, suffered or omitted by it in accordance with good faith and believed by it to be authorized or within the notice requirements set forth in Section 11.4discretion or rights or powers conferred upon it by this Indenture.

Certain Rights of the Trustee. Subject to Section 6.1:and inclusive of Trust Indenture Act Sections 315(a) through (d): (a) the The Trustee may rely rely, and shall be protected in acting or refraining from acting acting, upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security 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 Person. The Trustee need not investigate any fact or parties;matter stated in the document, but the Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to Section 12.05 and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such a certificate or opinion. Unless otherwise specifically provided in this Indenture, any demand, request, directiondirection or notice from the Issuer or the Company, order or demand as applicable, shall be sufficient if signed by an Officer of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution;Company, as applicable. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (e) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 5.04 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. (f) The Trustee may consult with counsel of its selection counsel, and any the written advice of such counsel promptly confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel;thereon. (dg) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions 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 its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. (h) The Trustee may request that the Company (on behalf of itself and the Issuer) deliver an Officers’ Certificate setting forth the name of the individuals and/or titles of Officers authorized at such time to take specific actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such Officers’ Certificate previously delivered and not superseded. (i) In no event shall the Trustee be liable, directly or indirectly, for any special, indirect or consequential damages, even if the Trustee has been advised of the possibility of such damages. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, pursuant its right to Section 5.9)be indemnified, unless such Securityholders are extended to, and shall have offered be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (k) 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, except in the case of failures or delays due to the Trustee reasonable security Trustee’s negligence or indemnity against the costsbad faith, expenses interruptions, loss or malfunctions of utilities, communications or computer (software and liabilities which might be incurred therein or thereby; (ehardware) services, it being understood that the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a use reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it best efforts which are consistent with accepted practices in the making of such investigation is, in banking industry to resume performance as soon as practicable under the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4circumstances.

Certain Rights of the Trustee. Subject to Section 6.17.1: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or any assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, security or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ employ, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge 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 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 during reasonable hours and upon reasonable notice the books, records and premises of the Company, personally or by agent or attorney, unless such examination is not permitted by applicable law; (i) the Trustee shall not be deemed to have notice of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to (i) under Section 6.1(a) or 6.1(b) has actual knowledge thereof or (ii) unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee Trustee, and such notice references the Securities and this Indenture; and (or any successor division or department of j) the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been 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 by in each of its capacities hereunder, and each agent, custodian and other Person authorized to act hereunder. (k) in no event will the Issuer Trustee be responsible or liable for any other obligor on such series failure or delay in the performance of Securities its obligations hereunder arising out of or by caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, pandemics, public health emergencies, and business interruptions, severe loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee will use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (l) notwithstanding any Holder provision of Securities this Indenture to the contrary, the Trustee will not in any event be liable for special, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such series in accordance with loss or damage and regardless of the notice requirements set forth in Section 11.4form of action.

Certain Rights of the Trustee. Subject to Section 6.1the provisions of ‎Section 5.01: (a) the The Trustee may rely conclusively rely, and shall will be protected in acting or refraining from acting acting, upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security 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;. (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (c) the Trustee may consult with counsel of its selection and any advice of such counsel promptly confirmed in writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the 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, approval, appraisal, bond, debenture, note, coupon, security, other evidence of indebtedness or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within a reasonable time 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 at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (c) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to ‎Section 11.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion. (d) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed by the Trustee with due care. (e) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the Holders, unless such Holders have offered to the Trustee of security or indemnity satisfactory to it against the costs, expenses or and liabilities likely to that might be incurred by it in the making compliance with such request or direction. (f) The Trustee may consult with counsel, and any advice of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee counsel or any predecessor TrusteeOpinion of Counsel will be full and complete authorization and protection in respect of any action taken, shall be repaid suffered or omitted by the Issuer upon demand;it hereunder in good faith and in reliance thereon. (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the The Trustee shall not be responsible liable for any misconduct action taken, suffered or negligence on the part of any such agent or attorney appointed with due care omitted by it hereunder; andin good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Indenture. (h) The Trustee shall have no duty to see to any recording, filing or depositing of the Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such re-recording or re-filing or re-depositing thereof. (i) The Trustee shall not be charged with required to take notice or be deemed to have notice or knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to shall have received written notice from the Issuer or any holder of the Securities at the Corporate Trust Office of the Trustee (or any successor division or department Trustee, and such notice references the Securities and this Indenture. In the absence of the Trustee) shall have actual knowledge receipt of such notice or actual knowledge, the Trustee may conclusively presume that there is no default or Event of Default Default. (j) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, exemplary, incidental, punitive or consequential or other similar loss or damage of any kind whatsoever (ii) written notice including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such default loss or Event damage and regardless of Default the form of action. (k) The Trustee shall have been not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, any provision of any law or regulation or any act of any governmental authority, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. (l) 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 by in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (m) The Trustee may request that the Issuer or any other obligor on Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such series of Securities or time to take specified actions pursuant to this Indenture, which certificate may be signed by any Holder person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (n) The permissive right of Securities of such series in accordance with the notice requirements set forth in Section 11.4Trustee to take or refrain from taking action hereunder shall not be construed as a duty.

Certain Rights of the Trustee. Subject to Section 6.17.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate Certificate, certificate of a Dollar Determination Agent or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or any Assistant Secretary of the Issuer; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee for Securities of any series shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders of such series pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, security or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.17.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with nationally recognized counsel of its selection and any written advice or any Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the reasonable costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; notwithstanding the above, the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein; the Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct; (i) whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter may be deemed to be conclusively proved and established by an Officer’s Certificate, and such Officer’s Certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of the Indenture in reliance upon such Officer’s Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may request such additional evidence as it may deem reasonable; (j) whether or not therein expressly so provided, every provision of this Indenture or other documents relating to the issuance of Securities, relating to the conduct or affecting the liability of or affording protection to the Trustee, shall be subject to the provisions of this Article; (k) the Trustee shall not be charged with deemed to have notice or actual knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) and until it shall have actual knowledge of such default thereof, or Event of Default or (ii) a Responsible Officer shall have received written notice thereof at its principal corporate trust office, including where required from Holders of such default not less than 25% in aggregate principal amount of the Securities of each affected series then outstanding (treated as a single class). Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or Event of Default shall have been given inquire as to the Trustee by performance or observance of any of the Issuer terms, conditions, covenants or agreements herein or of any other obligor on such series of Securities or by any Holder of Securities of such series the documents executed in accordance connection with the notice requirements set forth in Section 11.4Securities, or as to the existence of a default hereunder.

Certain Rights of the Trustee. Subject to Section 6.17.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or any assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, security or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.1the provisions of Sections 7.1 and 7.4: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security 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; (b) any request, direction, order request or demand direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate Issuer Request or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); Order, and any resolution of the Board of Directors may shall be sufficiently evidenced to the Trustee by a Board ResolutionResolution or an Officer’s Certificate; (c) whenever in the administration of this Indenture the Trustee may consult with counsel of its selection and any advice of such counsel promptly confirmed in writing shall deem it desirable that a matter be full and complete authorization and protection in respect of proved or established prior to taking, suffering or omitting any action takenhereunder, suffered or omitted to be taken by it hereunder the Trustee may, in good the absence of bad faith and in reliance thereon in accordance with such advice on its part, rely upon an Officer’s Certificate or Opinion of CounselCounsel delivered pursuant to Section 1.2; (d) the Trustee shall be under no obligation to exercise any may employ such agents, counsel, accountants, appraisers or other advisors as they may reasonably require for the proper discharge and determination of their rights and duties hereunder, and may pay reasonable remuneration for all services performed for them in the discharge of the trusts hereof and thereof (including the reasonable disbursements and expenses of any such agents, counsel, accountants, appraisers or powers vested other advisors), and the Trustee may act and shall be protected in it by this Indenture at acting in good faith on the request, order opinion or direction advice or on information obtained from any such parties and shall not be responsible for any willful misconduct or negligence on the part of any of them. The reasonable costs of such services shall be added to and be part of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or therebyTrustee’s fee hereunder; (e) the Trustee may act on, and be fully protected in relying on, the opinion or advice of or on information obtained from any notary, valuer, surveyor, engineer, broker, auctioneer, accountant or other expert, whether obtained by the Trustee or by the Issuer or the Guarantors or otherwise; (f) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed in good faith in accordance with the direction of the required number of Holders relating to the exercise by it to be authorized or within the discretion, Trustee of the rights or powers conferred upon it by this Indenture; provided, however, that the conduct of the Trustee does not constitute willful misconduct or negligence; (fg) prior the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Holders hereunder unless such Holders shall have furnished, when required by notice in writing by the Trustee, sufficient funds to commence or continue such exercise, act, action or proceeding and an indemnity satisfactory to the occurrence of an Event of Default hereunder Trustee to protect and after hold harmless the curing Trustee against the costs, expenses, liabilities, losses and damages which might be incurred or waiving of all Events of Default, suffered by the Trustee in compliance with such request or direction; (h) 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, approval, appraisal, bond, debenture, note, coupon, security, other evidence of indebtedness or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the payment within a reasonable time Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the Trustee books, records and premises of the costsIssuer and the Guarantors, expenses personally or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses agent or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandattorney; (gi) anything in this Indenture or any document related hereto to the contrary notwithstanding, in no event shall the Trustee may execute be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the trusts likelihood of such loss or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ damage and regardless of the Trustee shall not be responsible for any misconduct or negligence on the part form of any such agent or attorney appointed with due care by it hereunderaction; and (hj) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given rights, protections, immunities and indemnities afforded to the Trustee by under this Indenture shall also be afforded to the Issuer or Trustee in any other obligor on such series capacity hereunder, including, without limitation, as an Agent; provided that in and during an Event of Securities or by Default, only the Trustee, and not any Holder of Securities of such series in accordance with Agent, shall be subject to the notice requirements set forth in Section 11.4prudent person standard.

Certain Rights of the Trustee. Subject to Section 6.17.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate Certificate, certificate of a Dollar Determination Agent or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or any assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee for Securities of any series shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders of such series pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, security or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 6.1: (a1) the Trustee may rely conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, resolutions, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b2) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (c3) the Trustee may consult with legal counsel of its selection choice or other experts, and any the advice of such experts within the scope of such expert’s area of expertise or advice or opinion of counsel promptly confirmed in writing with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselopinion; (d4) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e5) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f6) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected by such Event of Default and then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity reasonably satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; (g7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h8) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith in accordance with the direction of the holders pursuant to Section 5.9 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 it by this Indenture; (9) 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, and to each agent, custodian and other Person employed to act hereunder; (10) the Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; (11) the Trustee shall not be charged with knowledge 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 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 Issuer, at a time reasonably determined by the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any default kind by reason of such inquiry or Event of Default with respect investigation; (12) the Trustee shall be under no obligation to a series of Securities unless either (i) a Responsible Officer exercise any of the Trustee assigned to rights or powers vested in it by this Indenture at the Corporate Trust Office request or direction of any of the Trustee (or any successor division or department of the Trustee) Holders pursuant to this Indenture, unless such Holders shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; and (13) in no event shall the Issuer Trustee be responsible or liable for special, indirect, or consequential loss or damage of any other obligor on such series kind whatsoever (including, but not limited to, loss of Securities or by any Holder profit) irrespective of Securities whether the Trustee has been advised of the likelihood of such series in accordance with loss or damage and regardless of the notice requirements set forth in Section 11.4form of action.

Certain Rights of the Trustee. Subject In furtherance of and subject to the TIA and subject to Section 6.17.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security Note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at with the request, order or direction of any of the Securityholders Noteholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all such Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do so by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected Notes then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Company upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.15.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' ’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, notesecurity, coupon, security Securities or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' ’ Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by an Authorized Director of the Issuer; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, notesecurity, coupon, securitySecurities, or other paper or document unless requested in writing so to do by the Holders holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation examination shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act, and subject to Section 6.15.01: (a) in the absence of negligence or bad faith on its part, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by a Responsible Officer of the Company; (c) the Trustee may consult with counsel of its selection counsel, financial advisors and other experts and any written advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or and/or indemnity satisfactory to it in its sole discretion against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity and/or security satisfactory to it against such expenses or liabilities as a condition to proceeding; and the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, delegates or attorneys not regularly in its employ and the Trustee shall not be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of omissions, misconduct or negligence on the part of any such agent agent, delegate or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge deemed to have notice of any default or Acceleration Event unless written notice of Default with respect to a series of Securities unless either (i) any event which is in fact such an Acceleration Event is received by a Responsible Officer of the Trustee assigned to at the Specified Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; delivery to the Trustee of Company financial reports shall not be deemed to constitute actual knowledge or constructive knowledge by the Trustee of its contents or notice of an Acceleration Event; (i) the rights (including rights to compensation and resignation), privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated and indemnified, are extended to, and shall be enforceable by, The Bank of New York Mellon in each of its other capacities hereunder (including, as of the date of this Indenture, the Paying Agent and the Registrar), and each agent, custodian and other Person employed to act hereunder; (j) the Trustee may request that (and shall be entitled to receive) the Company deliver an Officer’s Certificate setting forth the names of the respective individuals and titles of officers authorized at such time to take specified actions pursuant to this Indenture with their specimen signatures, which Officer’s Certificate may be signed by any other person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; (k) the permissive rights of the Trustee enumerated herein shall not be construed as duties; (l) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any successor division kind whatsoever (including, but not limited to, loss of profit) whether or department not foreseeable irrespective of whether the Trustee was advised of the likelihood of such loss or damage and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination or discharge of this Indenture and the resignation or removal of the Trustee; (m) if an Acceleration Event shall have actual knowledge of such default occurred, or Event of Default or (ii) written notice of such default or Event of Default shall have been given to if the Trustee finds it expedient or necessary, or is requested by the Issuer Company to undertake duties which are of an exceptional nature or otherwise outside the scope of the Trustee’s normal duties under this Indenture, the Company will pay such additional remuneration as the Company and the Trustee may agree upon the Company’s prior written consent; (n) the Trustee shall not be responsible or liable for any other obligor on such series failure or delay in the performance of Securities its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; pandemics; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; acts of terrorism; failure of any Holder of Securities of such series in accordance with money transmission, currency exchange or SWIFT system; it being understood that the notice requirements set forth in Section 11.4Trustee shall use its best efforts to resume performance as soon as practicable under the circumstances; and (o) no provision herein shall require the Trustee to do anything which may be illegal or contrary to applicable law or regulation.

Certain Rights of the Trustee. Subject to Section 6.15.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' ’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer IRSA mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer a Company Order (unless other evidence in respect thereof be is herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary of the Board Resolutionof Directors of IRSA; (c) the Trustee may consult with counsel of its selection and any advice of such counsel promptly confirmed in writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (fd) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, guarantee, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably satisfactorily assured to the Trustee by the security afforded to it by the terms of this IndentureTrustee, the Trustee may require reasonable from the Securityholders indemnity satisfactory to the Trustee against such costs, expenses or liabilities as a condition to proceeding; the reasonable costs, expenses and liabilities of every such investigation shall be paid by the Issuer IRSA or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer IRSA promptly upon demand; (e) the Trustee may consult with counsel at IRSA’s expense and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and 11924629 (f) protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (g) the Trustee may execute any of the trusts or its powers hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any negligence or willful misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by the Trustee in each of its capacities hereunder as Co-Registrar, Principal Paying Agent, Exchange Rate Agent and Transfer Agent; (i) anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee or any Agent be liable under or in connection with this Indenture for indirect, special, incidental or punitive losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee or such Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought; (j) the Trustee may at any time request, and IRSA shall, deliver an Officers’ Certificate setting forth the specimen signatures and the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded; (k) notwithstanding any provision herein to the contrary, in no event shall the Trustee be liable for any failure or delay in the performance of its obligations under this Indenture because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, and other causes beyond its control whether or not of the same class or kind as specifically named above; and (l) in respect of this Indenture, the Trustee shall not be charged have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with knowledge such instructions, directions, reports, notices or other communications or information. Each other party agrees to assume all risks arising out of any default the use of electronic methods to 11924629 (m) submit instructions, directions, reports, notices or Event of Default with respect other communications or information to a series of Securities unless either (i) a Responsible Officer the Trustee, including without limitation the risk of the Trustee assigned to acting on unauthorized instructions, notices, reports or other communications or information, and the Corporate Trust Office risk of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee interception and misuse by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4third parties.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the The Trustee may shall be entitled to conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;. (b) any Any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' ’ Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolution;copy thereof certified by the Secretary or an Assistant Secretary of the Company. (c) the The Trustee may consult with counsel counsel, accountants or other professionals of its selection and require an Opinion of Counsel or Officers’ Certificate and any advice of such counsel promptly confirmed in writing counsel, accountants or other professionals or Opinion of Counsel or Officers’ Certificate shall be full and complete authorization and protection in respect of any action taken, suffered taken or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or advice, Opinion of Counsel;Counsel or Officers’ Certificate. (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the 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, approval, appraisal, bond, debenture, note, coupon, security, debenture or other paper or document unless requested in writing so to do by document, but the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatTrustee may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day, to examine the Trustee books, records and premises of the costsCompany, expenses personally or liabilities likely to be incurred by it in agent or attorney at the making expense of the Company and shall incur no liability of any kind by reason of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses inquiry or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;investigation. (ge) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents duly authorized agents, custodians, nominees or attorneys not regularly in its employ and the Trustee shall not be responsible for any acts, omissions, misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care by it hereunder; and. (f) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (g) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (h) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture. The Trustee shall be entitled to conclusively rely on such certificate, and the information contained therein. (i) In no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The Trustee shall not be charged with knowledge of any default Default or Event of Default with respect to a series of Securities the Notes, unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Issuer or any other obligor on such series of Securities Company or by any Holder of Securities the Notes at the Corporate Trust Office of the Trustee and such notice references such Notes and this Indenture and states that such notice is a notice of Default or Event of Default. (k) The Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes. (l) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee shall be entitled to conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless such Responsible Officer of the Trustee had actual knowledge of such series event. (m) In the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in accordance a non-interest bearing trust account and held uninvested and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company. (n) The rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (o) Subject to this Article 7, if an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against any losses, liabilities claims, costs and expenses which might be incurred by it in compliance with such request or direction. (p) The Trustee shall not 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 notice requirements set forth discretion or rights or powers conferred upon it by this Indenture. (q) The rights, protections, immunities and indemnities afforded to the Trustee under this Indenture shall also be afforded to each Agent hereunder mutatis mutandis; provided that (i) an Agent shall only be liable to extent of its gross negligence or willful misconduct; and (ii) in Section 11.4and during an Event of Default, only the Trustee, and not any Agent, shall be subject to the prudent person standard.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act, and subject to Section 6.15.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolutionBoard Resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;; Table of Contents (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by ) or a Board Resolution; (c) the Trustee may consult with counsel and the advice or Opinion of its selection and any advice of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in connection hereto at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and. (h) the Trustee shall not be deemed to have notice or be charged with knowledge of any default or Event of Default with respect to a series the Securities, unless Table of Securities unless Contents either (i1) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii2) written notice of such default or Event of Default shall have been given to the Trustee a Responsible Officer by the Issuer or any other obligor on such series of Securities or by any Holder of Securities the Securities; (i) the permissive rights of the Trustee enumerated herein shall not be construed as duties; (j) the Trustee shall not be required to give any bond or surety in respect of the execution of its obligations under this Indenture; and (k) the Trustee shall not be responsible for delays or failures in performance resulting from acts beyond its control, such acts including, but not limited to, acts of God, strikes, lockouts, riots and acts of war. (l) anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such series in accordance with loss or damage and regardless of the notice requirements set forth in Section 11.4form of action.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, couponCoupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection and any written advice or any Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders Holders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder with respect to the Securities of any series and after the curing or waiving of all such Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, couponCoupon, security, security or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all affected series affected then Outstanding; provided PROVIDED that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ employ, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.1:: ----------------------------- (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, certificate statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or of powers vested in it by this Indenture at the request, order or of direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided -------- that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act of 1939 and subject to Section 6.16.01: (a) 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 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) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (c) 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 pursuant to Section 5.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any right, trust or power conferred upon the Trustee, under this Indenture; (d) the Trustee shall not be required to take notice or be deemed to have notice of any default or Event of Default hereunder unless the Trustee shall be specifically notified in writing of such default or Event of Default by the Issuer or by the Holders of at least 25% of the aggregate principal amount of Securities then outstanding, at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; (e) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (bf) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (cg) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (dh) the Trustee shall be under no obligation to exercise any of the rights, trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (ei) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (fj) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided provided, that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity reasonably satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer upon demand; (gk) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; (l) The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; (m) in no event shall the Trustee be responsible or liable for any special, indirect, punitive 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; and (hn) 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 not be charged use reasonable efforts which are consistent with knowledge of any default or Event of Default with respect accepted practices in the banking industry to a series of Securities unless either (i) a Responsible Officer of resume performance as soon as practicable under the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4circumstances.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 6.16.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Guarantor’s Officers' ’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer or the Guarantor mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order a Guarantor’s Officers’ Certificate, as the case may be (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board or of the Guarantor’s Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer or Guarantor, as the case may be; (c) the Trustee may consult with counsel of its selection (at the Issuer’s expense) and any written advice or any Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or the Guarantor or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer or the Guarantor upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or any assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an any Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do so by the Holders of not less than a majority in aggregate principal amount of the Securities of all series Series affected then Outstanding; provided PROVIDED that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge deemed to have notice of any default Default or Event of Default with respect to a series (other than any Event of Securities Default under Section 5.1(a) or 5.1(b)) unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of such Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee Trustee; (or any successor division or department of i) the rights, privileges, protections, immunities and benefits given to the Trustee) , including, without limitation, its right to be indemnified, are extended to, and shall have actual knowledge be enforceable by, the Trustee in each of such default or Event of Default or its capacities hereunder, and each agent, custodian and other Person employed by it to act hereunder; and (ii) written notice of such default or Event of Default shall have been given to the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by the Issuer or and person authorized to sign an Officers' Certificate, including any other obligor on person specified as so authorized in any such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4certificate previously delivered and not superseded.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 6.15.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the General Partner; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, couponCoupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order Cer- tificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection choice and any written advice or any Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders Holders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder with respect to the Securities of any series and after the curing or waiving of all such Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, couponCoupon, security, security or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all affected series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ employ, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' ’ Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel promptly confirmed in writing or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered taken or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, approval, appraisal, bond, debenture, note, coupon, security, debenture or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day, to examine the Trustee books, records and premises of the costsCompany, expenses personally or liabilities likely to be incurred by it in agent or attorney at the making expense of the Company and shall incur no liability of any kind by reason of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses inquiry or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandinvestigation; (ge) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents duly authorized agents, custodians, nominees or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care by it hereunder; and; (f) the permissive rights of the Trustee enumerated herein shall not be construed as duties; (g) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; (h) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture; (i) in no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (j) the Trustee shall not be charged with knowledge of any default Default or Event of Default with respect to a series of Securities the Notes, unless either (i1) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default Default or Event of Default or (ii2) written notice of such default Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Issuer or any other obligor on such series of Securities Company or by any Holder of Securities the Notes at the Corporate Trust Office of the Trustee; (k) the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (if other than the Trustee) or any records maintained by any co-Note Registrar with respect to the Notes; (l) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless such Responsible Officer of the Trustee had actual knowledge of such series event; (m) in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses, fees, taxes or other charges incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; (n) the rights and protections afforded to the Trustee pursuant to this Article 7 including without limitation its right to be compensated, reimbursed, and indemnified, shall also be afforded to the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; (o) subject to this Article 7, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability and expense which might be incurred by it in compliance with such request or direction; (p) the Trustee shall not 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 Indenture; and (q) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. (r) The Trustee shall have no obligation to pursue any action that is not in accordance with the notice requirements set forth in Section 11.4applicable law.

Certain Rights of the Trustee. Subject to Except as otherwise provided in Section 6.110.1 hereof: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order request or demand direction of the Issuer Unaffiliated Seller, the Servicer or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced by an Officers' Certificate in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or Issuer Order established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence in respect thereof shall be herein specifically prescribed); and any resolution ) may, in the absence of the Board of Directors may be evidenced to the Trustee by a Board Resolutionbad faith on its part, rely upon an Officer's Certificate; (cd) the Trustee may consult with counsel of its selection counsel, and any the written advice of such counsel promptly confirmed in writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereon in accordance with such advice or Opinion of Counselthereon; (de) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture Agreement at the request, order request or direction of any of the Securityholders Owners pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Agreement, unless such Securityholders Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized in compliance with such request or within the discretion, rights or powers conferred upon it by this Indenturedirection; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, approval, appraisal, bond, debenture, note, coupon, security, note or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatdocument, if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandsee fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any default Person or Event within its rights or powers under this Agreement other than as to the validity and the sufficiency of Default its authentication of the Certificates. The Trustee shall at no time have any responsibility for or with respect to a series of Securities unless either (i) a Responsible Officer the legality, validity, sufficiency or enforceability of any Mortgages and the Trustee assigned to Mortgage Loans, including the Corporate Trust Office of the Trustee (perfection or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or priority thereof, (ii) written notice the ability of such default the Mortgage Loans to pay any portion of the Certificates, (iii) the validity of the assignment of any of the Mortgages and the Mortgage Loans, (iv) the review of any Mortgage or Event of Default shall have been given to Mortgage Loan, except as provided herein, (v) the Trustee compliance by the Issuer Unaffiliated Seller or any other obligor on Mortgagor with any covenant contained hereunder or in the Mortgages and the Mortgage Loans, (vi) the breach by the Unaffiliated Seller or the Servicer of any warranty or representation made hereunder or the accuracy of any such series warranty or representation, (vii) the use or application by the Unaffiliated Seller of Securities the proceeds of the Certificates, (viii) any offering materials used to sell the Certificates and (ix) the acts or by any Holder omissions of Securities of such series in accordance with the notice requirements set forth in Section 11.4Servicer.

Certain Rights of the Trustee. Subject In furtherance of and subject to the TIA and subject to Section 6.17.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at with the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all such Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, security or other paper or document unless requested in writing so to do so by the Holders of not less than a majority in aggregate principal amount Principal Amount of the Securities of all series affected then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Company upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and. (h) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer's Certificate; (i) the Trustee may consult with counsel selected by it and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion Counsel. (j) the Trustee shall not be charged with knowledge deemed to have notice of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; (k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and (or l) the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any successor division or department person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. If a Default occurs and if it is known to the Trustee, the Trustee shall give to each Securityholder notice of the Trustee) Default within 90 days after it occurs unless such Default shall have actual been cured or waived before the giving of such notice. Except in the case of a Default described in Section 6.01(1) or (2), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders. The second sentence of this Section 7.02 shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby expressly excluded from this Indenture, as permitted by the TIA. The Trustee shall not be deemed to have knowledge of such default or Event a Default unless a Responsible Officer of Default or (ii) the Trustee has received written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4Default.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 6.1501: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company or the Guarantor mentioned herein shall be sufficiently evidenced by an Officers' Officer's Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Company or Guarantor, as the case may be; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder hereunder, of which the Trustee has actual notice, and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation examination shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Company upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the The Trustee shall not be charged with knowledge deemed to have notice of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee (or any successor division or department of Trustee, and such notice references the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4and this Indenture.

Certain Rights of the Trustee. Subject to Section 6.15.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' ’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer APSA mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer a Company Order (unless other evidence in respect thereof be is herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary of the Board Resolutionof Directors of APSA; (c) the Trustee may consult with counsel of its selection and any advice of such counsel promptly confirmed in writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (fd) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, guarantee, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably satisfactorily assured to the Trustee by the security afforded to it by the terms of this IndentureTrustee, the Trustee may require reasonable from the Securityholders indemnity satisfactory to the Trustee against such costs, expenses or liabilities as a condition to proceeding; the reasonable costs, expenses and liabilities of every such investigation shall be paid by the Issuer APSA or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer APSA promptly upon demand; (ge) the Trustee may consult with counsel at APSA’s expense 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; (f) the Trustee may execute any of the trusts or its powers hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any negligence or willful misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (hg) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been rights, privileges, protections, immunities and benefits given to the Trustee Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by the Issuer or any other obligor on such series Trustee in each of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4its capacities hereunder as Co-Registrar, Principal Paying Agent, Exchange Rate Agent, Calculation Agent and Transfer Agent.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or any assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and reasonably satisfactory to the Company and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders Noteholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an any Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do so by the Holders of not less than a majority in aggregate principal amount of the Securities of all series Notes affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and. (h) the Trustee shall not be charged with knowledge deemed to have notice of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee (or any successor division or department of Trustee, and such notice references the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4Notes and this Indenture.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act, and subject to Section 6.16.01: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate Officer’s Certificate, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, appraisal, direction, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders Holders of the Securities of any series pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders shall have offered and provided to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; but nothing herein contained shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured or waived) with respect to the Securities of any series, to exercise such of the rights and powers vested in it by this Indenture, and to 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; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount Principal Amount of all the Securities of all series affected then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation examination shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandCompany; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, attorneys, nominees or attorneys not regularly in its employ custodians and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, attorney, nominee or attorney custodian appointed with due care by it hereunder; and; (h) the rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, 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 to each agent, custodian and other Person employed to act hereunder; (i) the Trustee shall not be charged with knowledge deemed to have notice of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee (or any successor division or department Trustee, and such notice references the Securities and this Indenture, in the absence of the Trustee) shall have actual knowledge receipt of such default notice or actual knowledge, the Trustee may conclusively assume there is no Default or Event of Default Default; (j) the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; (k) 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, lockouts, work stoppages, accidents, severe weather, floods, acts of war or terrorism, civil or military disturbances or hostilities, nuclear or natural catastrophes or acts of God, any provision of any present or future law or regulation or any act of any governmental authority, and interruptions, loss or malfunctions of utilities, communications or computer (iisoftware or hardware) written notice services or Federal Reserve Bank wire services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practice in the banking industry to resume performance as soon as practicable under the circumstances; (l) anything in this Indenture notwithstanding, in no event shall the Trustee be responsible or liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) whether or not such damages were foreseeable and irrespective of whether the Trustee has been advised of the likelihood of such default loss or Event damage and regardless of Default shall the form of action, unless such loss or damage is determined by a court of competent jurisdiction to have been given caused by the Trustee’s own fraud or willful misconduct; (m) the right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance or omission of such act; (n) the Trustee shall not be required to give any bond or surety in respect of the execution of this Indenture or the powers granted hereunder; (o) in making or disposing of any investment permitted by this Indenture (if any), the Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of its affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such affiliate is acting as a subagent of the Trustee or for any third person or dealing as principal for its own account; (p) delivery of reports, information and documents to the Trustee by shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer Company’s or any other obligor on such series of entity’s compliance with any covenants under this Indenture, the Securities or any other related documents. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other entity’s compliance with the covenants described herein or with respect to any reports or other documents filed under this Indenture, the Securities or any other related document; (q) no provision of this Indenture or any other related document shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations under this Indenture or any related document, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate applicable law binding upon it (which determination may be based on the advice or opinion of counsel); (r) notwithstanding anything to the contrary herein, any and all email communications (both text and attachments) by or from the Trustee that the Trustee deems to contain confidential, proprietary, and/or sensitive information may be encrypted. The recipient (the “Email Recipient”) of the encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Trustee to the Email Recipient. Additional information and assistance on using the encryption technology can be found by contacting the Trustee; (s) the Trustee shall have the right to require that any Holder of Securities directions, instructions or notices provided to it be signed by an Authorized Person (as hereinafter defined), be provided on corporate letterhead, be notarized or contain a medallion signature guarantee, or contain such other evidence as may be reasonably requested by the Trustee to establish the identity and/or signatures thereon. The identity of such series Authorized Persons, as well as their specimen signatures, title, telephone number and e-mail address, shall be delivered to the Trustee in accordance the list of authorized signers and shall remain in effect until the applicable party, or an entity acting on its behalf, notifies the Trustee of any change thereto (the person(s) so designated from time to time, the “Authorized Persons” ); and (t) to help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Trustee will ask for information that will allow the Trustee to identify relevant parties. The parties hereto hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the notice requirements set forth in Section 11.4Trustee.

Certain Rights of the Trustee. Subject 4.1. The Trustee shall have no duties or responsibilities of any kind or nature, whether under law or under this Agreement, other than those expressly set forth in this Agreement. 4.2. The Trustee is authorized to Section 6.1:comply with, in the manner determined by the Trustee, and obey all laws, orders, judgments, decrees and regulations of any governmental authority, court, tribunal, or arbitrator provided however, that the Trustee will inform the Beneficiary, as soon as possible, prior to taking any such action . (a) 4.3. The Trustee may consult with counsel of its choosing and the opinion of such counsel, in writing, shall be full, and upon receiving the approval of the Beneficiary, the Trustee will have complete authorization and protection in respect of any action taken or omitted by it hereunder in reliance thereon. 4.4. If the Trustee is uncertain as to its duties or rights hereunder, the Trustee will address the Beneficiary for instructions. The Trustee shall not be entitled to any payment, or expenses, for performing his services hereunder other than the fees as detailed at the service proposal attached as Exhibit “B”. 4.5. The Trustee may rely and shall be protected in acting or refraining from acting upon acting, on any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (c) the Trustee may consult with counsel of its selection and any advice of such counsel promptly confirmed in writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any Beneficiary’s resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, coupon, security, note or other paper document believed by it to be genuine and to have been signed or document unless requested in writing so to do presented by an authorized person, and, at the Holders of not less than a majority in aggregate principal amount Trustee’s discretion, upon any instruction, consent, statement or request of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid Company given orally and is believed by the Trustee to be given by an authorized officer or any predecessor Trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any other authorized representative of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Beneficiary. 4.6. The Trustee shall not be responsible for any misconduct or negligence on obligated to recognize nor shall it be required to construe the part contents of any of the documents provided to it. The Trustee may assume the authenticity of such agent documents or attorney appointed with due care by it hereunder; and (h) the signature thereon and shall have no obligation to conduct any investigation in respect thereof. Without limiting the generality of the foregoing, the Trustee shall not be charged with knowledge of under no duty whatsoever to make any default investigation into the facts or Event of Default with respect matters stated in such documents, or to a series of Securities unless either (i) a Responsible Officer verify the authenticity thereof and may rely fully on the accuracy of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements statements set forth in Section 11.4any such documents.

Certain Rights of the Trustee. Subject to Section 6.17.01: (a) the The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;. (b) any Any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer a Company Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolution;copy thereof certified by the Secretary or an Assistant Secretary of the Company. (c) the The Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel promptly confirmed in writing or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel;thereon. (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the 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, approval, appraisal, bond, debenture, note, coupon, security, coupon or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day, to examine the Trustee books, records and premises of the costsCompany, expenses personally or liabilities likely to be incurred by it in agent or attorney at the making expense of the Company and shall incur no liability of any kind by reason of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses inquiry or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;investigation. (ge) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents duly authorized agents, custodians, nominees or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care by hereunder. (f) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (g) Before the Trustee acts or refrains from acting, it hereunder; andshall be entitled to receive an Officer’s Certificate and an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith reliance on such Officer’s Certificate or Opinion of Counsel. (h) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture. (i) In no event shall the Trustee be responsible or liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The Trustee shall not be deemed to have notice or be charged with knowledge of any default Default or Event of Default with respect to a series the Notes, unless written notice of Securities unless either (i) such Default or Event of Default from the Company or any Holder of the Notes shall have been received by a Responsible Officer of the Trustee assigned to at the Corporate Trust Office of the Trustee at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture. (k) The Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any successor division other matters relating to payment) or department of notice effected by the Company or any Paying Agent (if other than the Trustee) or any records maintained by any co-Note Registrar with respect to the Notes. (l) Whenever in the administration of this Indenture the Trustee shall have actual knowledge deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate and/or an Opinion of Counsel. (m) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such default notice as reason to act as if no such event occurred. (n) The rights and protections afforded to the Trustee under this Indenture, including, without limitation, its right to be indemnified, shall also be afforded to the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; provided however, (i) any agent, custodian and other Person employed to act hereunder shall only be liable to the extent of its gross negligence or willful misconduct; and (ii) only the Trustee, and not any agent, custodian or other Person employed to act hereunder, shall be held to a prudent person standard upon the occurrence of and during an Event of Default. (o) Subject to this Article 7, if an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or (ii) written notice powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such default or Event of Default Holders shall have been given offered to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability, claim and expense which might be incurred by it in compliance with such request or direction. (p) The Trustee shall not be required to give any bond or surety in respect of the Issuer performance of its powers and duties hereunder. (q) The Trustee shall not 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 Indenture. (r) Prior to taking any other obligor on action under this Indenture, the Trustee will be entitled to indemnification satisfactory to it against any loss, liability, claim or expense caused by taking or not taking such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4action.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act, and subject to Section 6.1: (aA) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Board Resolution, Company Request, Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or partiesparties and need not investigate any fact or matter stated in any such document; (bB) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order a Company Request (unless other evidence in respect thereof be is specifically prescribed herein specifically prescribedor in the terms established in respect of any series); and any resolution of the Board of Directors may shall be evidenced to the Trustee by a Board Resolution; (cC) the Trustee may consult with counsel of its selection and any written advice of such counsel promptly confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (dD) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (eE) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (fF) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, security or other paper or document unless (i) requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then OutstandingOutstanding (treated as one class) or (ii) otherwise provided in the terms of any series of Securities pursuant to Section 2.3; provided PROVIDED, that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Company upon demand; (gG) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; (H) 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; (I) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; (J) the obligations of the Company under Section 6.6 to compensate and indemnify the Trustee and each predecessor trustee (and their respective directors, officers, agents and employees) and to pay or reimburse the Trustee and each predecessor trustee for such expenses, disbursements and advances shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee; and (hK) when the Trustee shall not be charged with knowledge of any default incurs expenses or renders services after an Event of Default with respect specified in Sections 5.1(E) and (F) occurs, the expenses and the compensation for services (including any fees and expenses of its agents and counsel) are intended to a series constitute expenses of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or administration under any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4bankruptcy law.

Certain Rights of the Trustee. Subject to Except as otherwise provided in Section 6.17.01: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (a Company Order, unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and any the advice of such counsel promptly confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders Holders of Debt Securities of any series pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might that may be incurred Incurred therein or thereby; (e) subject to Section 7.01, the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, discretion or rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of except where an Event of Default hereunder has occurred and after the curing or waiving of all Events of Defaultis continuing, 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, approval, appraisal, bond, debenture, note, coupon, security, approval or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within a reasonable time Trustee shall determine to make such further inquiry or investigation, it will be entitled to examine the Trustee books, records and premises of the costsCompany, expenses personally or liabilities likely to be incurred by it in agent or attorney at the making sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses inquiry or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandinvestigation; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care hereunder; (h) if any property other then cash shall at any time be subject to a Lien in favor of the Holders, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, may, but shall not be obligated to, make advances for the purpose of preserving such property or of discharging tax Liens or other prior Liens or encumbrances thereon; (i) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee, unless other evidence be herein specifically prescribed, may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate; (j) 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; (k) 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, and to each agent, custodian and other Person employed to act hereunder; and (hl) the Trustee shall not may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or signed by any Holder of Securities of person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such series in accordance with the notice requirements set forth in Section 11.4certificate previously delivered and not superseded.

Certain Rights of the Trustee. Subject In furtherance of and subject to the TIA and subject to Section 6.17.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security Note or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at with the request, order or direction of any of the Securityholders Holders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all such Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do so by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected Notes then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Company upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge deemed to have notice of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee Trustee, and such notice references the Notes and this Indenture; (or any successor division or department of i) the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been 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 by in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and (j) the Issuer or any other obligor on Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such series of Securities or time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any Holder of Securities of person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such series in accordance with the notice requirements set forth in Section 11.4certificate previously delivered and not superseded.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 6.15.01: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' ’ Certificate, Guarantor’s Officers’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer or the Guarantor mentioned herein shall be sufficiently evidenced by an Officers' ’ Certificate or Issuer Order a Guarantor’s Officers’ Cer- tificate, as the case may be, (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board or of the Guarantor’s Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer or the Guarantor, as the case may be; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate; (i) the Trustee shall not be charged with knowledge deemed to have notice of any default or Event of Default or an event which, with respect to a series notice or lapse of Securities time or both, would constitute an Event of Default unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee Trustee, and such notice references the Securities and this Indenture; (or any successor division or department of j) the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been 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 by in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and (k) the Trustee may request that the Issuer or any other obligor on deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such series of Securities or time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Holder of Securities of person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such series in accordance with the notice requirements set forth in Section 11.4certificate previously delivered and not superseded.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Officer's Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Administrative Managing General Partner; (c) the Trustee may consult with counsel of its selection and any written advice or any Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;. (b) any Any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the The Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel promptly confirmed in writing or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered taken or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel;. (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the 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, approval, appraisal, bond, debenture, note, coupon, security, debenture or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day, to examine the Trustee books, records and premises of the costsCompany, expenses personally or liabilities likely to be incurred by it in agent or attorney at the making expense of the Company and shall incur no liability of any kind by reason of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses inquiry or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;investigation. (ge) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents duly authorized agents, custodians, nominees or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care by it hereunder; and. (f) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (g) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (h) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture. (i) In no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The Trustee shall not be charged with knowledge of any default Default or Event of Default with respect to a series of Securities the Notes, unless either (i1) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default Default or Event of Default or (ii2) written notice of such default Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Issuer or any other obligor on such series of Securities Company or by any Holder of Securities the Notes at the Corporate Trust Office of the Trustee. (k) The Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (if other than the Trustee) or any records maintained by any co-Note Registrar with respect to the Notes. (l) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless such Responsible Officer of the Trustee had actual knowledge of such series event. (m) In the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses, fees, taxes or other charges incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company. (n) The rights and protections afforded to the Trustee pursuant to this Article 7 including without limitation its right to be compensated, reimbursed, and indemnified, shall also be afforded to the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (o) Subject to this Article 7, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability and expense which might be incurred by it in compliance with such request or direction. (p) the Trustee shall not 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 Indenture; and (q) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. (r) The Trustee shall have no obligation to pursue any action that is not in accordance with the notice requirements set forth in Section 11.4applicable law.

Certain Rights of the Trustee. Subject In furtherance of and ----------------------------- subject to the TIA and subject to Section 6.17.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security Note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at with the request, order or direction of any of the Securityholders Noteholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all such Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do so by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected Notes then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Company upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.15.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Republic mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel, absent gross negligence or willful misconduct of the Trustee; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders Holders of Debt Securities pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders of Debt Securities shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder with respect to a Series of Debt Securities and after the curing or waiving of all Events of DefaultDefault with respect to a Series of Debt Securities, 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, consent, order, approval, appraisal, bond, debenture, guaranty, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority Majority in aggregate principal amount of the Debt Securities of all series affected then such Series at the time Outstanding; provided that, that if the payment within a reasonable time to the Trustee of the documented costs, expenses or liabilities likely to be reasonably incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable from the Holders of Debt Securities of such Series indemnity or other security satisfactory to the Trustee against such expenses properly incurred or liabilities as a condition to proceeding; the reasonable documented expenses of reasonably incurred in every such investigation examination shall be paid by the Issuer Republic or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Republic upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any negligence or willful misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge deemed to have notice of any default Default or Event of Default with respect to a series of Debt Securities unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee Trustee, and such notice references the applicable series of Debt Securities and this Indenture; (or any successor division or department of i) the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been 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 by in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; (j) the Issuer or any other obligor on Trustee may request that the Republic deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such series of Securities or time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Holder person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and (k) whether or not therein expressly so provided, every provision of Securities this Indenture relating to the conduct or affecting the liability of such series in accordance with or affording protection to the notice requirements set forth in Section 11.4Trustee shall be subject to the provisions of this Article.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' ’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' ’ Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or any assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an any Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do so by the Holders of not less than a majority in aggregate principal amount of the Securities of all series Series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge deemed to have notice of any default or Event of Default with respect to a series (other than any Event of Securities Default under Section 5.1(a) or 5.1(b)) unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have has actual knowledge of such default thereof or Event of Default or (ii) unless written notice of such default or Event of Default shall have been is received by the Trustee at the Corporate Trust Office of the Trustee; (i) 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, and each agent, custodian and other Person employed to act hereunder; and (j) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by the Issuer or and person authorized to sign an Officers’ Certificate, including any other obligor on person specified as so authorized in any such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4certificate previously delivered and not superseded.

Certain Rights of the Trustee. Subject to Except as otherwise provided in Section 6.17.01: (a) the The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any Any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an Officers' Certificate or Issuer Order instrument signed in the name of the Company by an Officer of the Company (unless other evidence in respect thereof be herein is specifically prescribedprescribed herein); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (c) the The Trustee may consult with counsel of its selection and any the written advice of such counsel promptly confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (d) the The Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders Debentureholders, pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Debentureholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred therein or thereby. Nothing herein contained shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to a series of the Debentures (which has not been cured or waived) to exercise with respect to Debentures of that series such of the rights and powers vested in it by this Indenture, and to 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; (e) the The Trustee shall not be liable for any action taken, suffered taken or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion, discretion or rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper papers or document documents, unless requested in writing so to do by the Holders holders of not less than a majority in aggregate principal amount of the Securities Outstanding Debentures of all the particular series affected then Outstandingthereby; provided thatprovided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity satisfactory to it against such costs, expenses or liabilities as a condition to so proceeding; the . The reasonable expenses expense of every such investigation examination shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company upon demand; (g) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been 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 by the Issuer or any in each of its capacities hereunder, and to each agent, custodian and other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4Person employed to act hereunder.

Certain Rights of the Trustee. Subject to Except as otherwise provided in Section 6.18.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order request or demand direction of the Issuer Depositor, or the holders of any Class of Certificates mentioned herein shall be sufficiently evidenced by an Officers' Certificate in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or Issuer Order established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence in respect thereof be herein specifically prescribed); ) may, in the absence of bad faith on its part, rely upon an officer's certificate, Opinion of Counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and any resolution of to have been signed or presented by the Board of Directors may be evidenced to the Trustee by a Board Resolutionproper party or parties; (cd) the Trustee may consult with counsel of its selection counsel, and any advice or opinion of such counsel promptly confirmed (selected in writing good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (de) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture Agreement at the request, order request or direction of any of the Securityholders Certificateholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Agreement, unless such Securityholders Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized in compliance with such request or within the discretion, rights or powers conferred upon it by this Indenturedirection; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, approval, appraisal, bond, debenture, note, coupon, security, note or other paper or document unless requested document, but the Trustee in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstandingits discretion may make such further inquiry or investigation into such facts or matters as it may see fit; provided thatprovided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this IndentureAgreement, the Trustee may require reasonable indemnity satisfactory to the Trustee against such expenses cost, expense or liabilities liability as a condition to proceeding; the reasonable expenses of every taking any such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandaction; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, attorneys or attorneys not regularly in its employ custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, attorney or attorney custodian appointed by the Trustee with due care by it hereunder; andcare; (h) the Trustee shall not be charged with knowledge liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Responsible Officer of any default Person or Event within its rights or powers under this Agreement other than as to validity and sufficiency of Default with respect to a series its authentication of Securities unless either the Certificates; (i) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (j) pursuant to the terms of this Agreement, the Servicer is required and the Purchaser shall cause the Underlying Servicer to furnish to the Trustee from time to time certain information and to make various calculations which are relevant to the performance of the Trustee's duties under this Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, unless and until an Responsible Officer of the Trustee assigned has actual knowledge, or is advised by any Certificateholder (either in writing or orally with prompt written or telecopier confirmation), that such information or calculations is or are incorrect; and (k) the Trustee shall not be required to the Corporate Trust Office give any bond or surety in respect of the Trustee (or any successor division or department execution of the Trustee) shall have actual knowledge of such default Trust Fund created hereby or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4powers granted hereunder.

Certain Rights of the Trustee. Subject to Section 6.15.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' ’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Bank mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer a Bank Order (unless other evidence in respect thereof be is herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary of the Board Resolutionof Directors of the Bank; (c) the Trustee may consult with counsel of its selection and any advice of such counsel promptly confirmed in writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (fd) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, guarantee, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably satisfactorily assured to the Trustee by the security afforded to it by the terms of this IndentureTrustee, the Trustee may require reasonable from the Securityholders indemnity satisfactory to the Trustee against such costs, expenses or liabilities as a condition to proceeding; the reasonable costs, expenses and liabilities of every such investigation shall be paid by the Issuer Bank or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Bank promptly upon demand; (ge) the Trustee may consult with counsel at the Bank’s expense 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; (f) the Trustee may execute any of the trusts or its powers hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any negligence or willful misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (hg) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been rights, privileges, protections, immunities and benefits given to the Trustee Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by the Issuer or any other obligor on such series Trustee in each of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4its capacities hereunder as Co-Registrar, Principal Paying Agent, Exchange Rate Agent and Transfer Agent.

Certain Rights of the Trustee. Subject to Except as otherwise provided in Section 6.111.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order request or demand direction of the Issuer Depositor, or the holders of any Class of Certificates mentioned herein shall be sufficiently evidenced by an Officers' Certificate in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or Issuer Order established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence in respect thereof be herein specifically prescribed); ) may, in the absence of bad faith on its part, rely upon an Officer's Certificate opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and any resolution of to have been signed or presented by the Board of Directors may be evidenced to the Trustee by a Board Resolutionproper party or parties; (cd) the Trustee may consult with counsel of its selection counsel, and any advice or opinion of such counsel promptly confirmed (selected in writing good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (de) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture Agreement at the request, order request or direction of any of the Securityholders Owners pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Agreement, unless such Securityholders Owners shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized in compliance with such request or within the discretion, rights or powers conferred upon it by this Indenturedirection; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, approval, appraisal, bond, debenture, note, coupon, security, note or other paper or document unless requested document, but the Trustee in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstandingits discretion may make such further inquiry or investigation into such facts or matters as it may see fit; provided thatprovided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this IndentureAgreement, the Trustee may require reasonable indemnity satisfactory to the Trustee against such expenses cost, expense or liabilities liability as a condition to proceeding; the reasonable expenses of every taking any such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandaction; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, attorneys or attorneys not regularly in its employ custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, attorney or attorney custodian appointed by the Trustee with due care by it hereunder; andcare; (h) the Trustee shall not be charged with knowledge liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any default Person or Event within its rights or powers under this Agreement other than as to validity and sufficiency of Default with respect to a series its authentication of Securities unless either the Certificates; (i) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a Responsible duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; (j) pursuant to the terms of this Agreement, the Servicers are required to furnish to the Trustee from time to time certain information and to make various calculations which are relevant to the performance of the Trustee's duties under this Agreement. The Trustee shall be entitled to rely in good faith on any such information and calculations in the performance of its duties hereunder, unless and until an Authorized Officer of the Trustee assigned has actual knowledge, or is advised by any Owner (either in writing or orally with prompt written or telecopier confirmation), that such information or calculations is or are incorrect; and (k) the Trustee shall not be required to the Corporate Trust Office give any bond or surety in respect of the Trustee (or any successor division or department execution of the Trustee) shall have actual knowledge of such default Trust Estate created hereby or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4powers granted hereunder.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or any assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within a reasonable time Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the Trustee books, records and premises of the costsCompany, expenses personally or liabilities likely to be incurred by it in agent or attorney at the making sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses inquiry or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandinvestigation; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge deemed to have notice of any default Default or Event of Default with respect to a series (other than any Event of Securities Default under Section 5.1(a) or (b)) unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of such Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee and such notice references the Securities and this Indenture; (or any successor division or department of i) the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been 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, and each agent, custodian and other Person employed to act hereunder; (j) the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by and person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; (k) the Issuer Trustee shall not 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 Indenture; and (l) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any other obligor on such series kind whatsoever (including, but not limited to, loss of Securities or by any Holder profit) irrespective of Securities whether the Trustee has been advised of the likelihood of such series in accordance with loss or damage and regardless of the notice requirements set forth in Section 11.4form of action.

Certain Rights of the Trustee. Subject to Section 6.1:5.1 hereof: ----------------------------- (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificatecertificate (including, without limitation, any certificate provided to the Trustee pursuant to Section 3.7 hereof), statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); ) and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Issuer; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders Holders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which that might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the -------- payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation examination shall be paid by the Issuer orIssuer, if paid or by the Trustee or any predecessor Trustee, shall be Trustee and repaid by the Issuer upon demand;; and (g) the Trustee may execute 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, other evidence of indebtedness or other paper or document, but the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly Trustee, in its employ and discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall not determine to make such further inquiry or investigation, it shall be responsible for any misconduct entitled to examine the books, records and premises of the Issuer, personally or negligence on the part of any such by agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4attorney.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security security, 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; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer a Company Order (unless other evidence in respect thereof be is herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (c) the Trustee may consult with counsel of its selection and any advice of such counsel promptly confirmed in writing shall not be full and complete authorization and protection in respect of liable for any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (fd) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, guarantee, note, coupon, security, other evidence of indebtedness or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatdocument, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Trustee, not reasonably assured in its discretion, may make such further inquiry or investigation into such fact or matters as it may see fit, and if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Trustee Company, to examine the books, records and premises of the Company, personally or by agent or attorney at the security afforded to it sole cost of the Company and shall incur no liability or additional liability of any kind by the terms reason of this Indenture, such inquiry or investigation; (e) the Trustee may require reasonable indemnity against consult with counsel at the Company’s expense and the advice of such expenses counsel or liabilities as a condition to proceeding; the reasonable expenses any Opinion of every such investigation Counsel shall be paid full and complete authorization and protection in respect of any action taken, suffered or omitted by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandit hereunder in good faith and in reliance thereon; (gf) the Trustee may execute any of the trusts or its powers hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any negligence or misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (g) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by the Trustee in each of its capacities hereunder as Co-Registrar, Principal Paying Agent and Transfer Agent, and each agent, custodian and other Person employed to act hereunder; (h) the Trustee may at any time request, and the Company shall, deliver a certificate setting forth the specimen signatures and the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded; (i) notwithstanding any provision herein to the contrary, in no event shall the Trustee be liable for any failure or delay in the performance of its obligations under this Indenture because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), sabotage, epidemics, terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, and other causes beyond its control whether or not of the same class or kind as specifically named above; (j) in respect of this Indenture, the Trustee shall have the right, but shall not be required, to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the Company. The Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information. Each other party agrees to assume all risks arising out of the use of electronic methods to submit instructions, directions, reports, notices or other communications or information to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties; (k) the Trustee shall not be deemed to have notice or be charged with knowledge of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture; (l) the Trustee (or shall be under no obligation to exercise any successor division or department of the Trusteerights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (m) anything in this Indenture notwithstanding, in no event shall have actual knowledge the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, without limitation, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such default loss or Event damage and regardless of Default the form of action; and, (n) in order to comply with an agreement described in Section 1471(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or requirements otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof related to this Indenture and the Notes in effect from time to time (“Applicable Law”), the Company agrees (i) to the extent permitted by local privacy laws, to use commercially reasonable efforts to provide to the Trustee sufficient information about the parties and/or transactions related to this Indenture and the Notes (including any modification to the terms of such transactions) so the Trustee can determine whether it has tax related obligations under Applicable Law and (ii) written notice of such default that the Trustee shall be entitled to make any withholding or Event of Default shall have been given deduction from payments to the extent necessary to comply with Applicable Law for which the Trustee by shall not have any liability. The terms of this paragraph shall survive the Issuer or any other obligor on such series termination of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4this Indenture.

Certain Rights of the Trustee. Subject to Except as otherwise provided in Section 6.110.1 hereof: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order request or demand direction of the Issuer Unaffiliated Seller, the Servicer or the Owners of any Class of Certificates mentioned herein shall be sufficiently evidenced by an Officers' Certificate in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or Issuer Order established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence in respect thereof shall be herein specifically prescribed); and any resolution ) may, in the absence of the Board of Directors may be evidenced to the Trustee by a Board Resolutionbad faith on its part, rely upon an Officer's Certificate; (cd) the Trustee may consult with counsel of its selection counsel, and any the written advice of such counsel promptly confirmed in writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reasonable reliance thereon in accordance with such advice or Opinion of Counselthereon; (de) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture Agreement at the request, order request or direction of any of the Securityholders Owners pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Agreement, unless such Securityholders Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized in compliance with such request or within the discretion, rights or powers conferred upon it by this Indenturedirection; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, approval, appraisal, bond, debenture, note, coupon, security, note or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatdocument, if the payment within a reasonable time to but the Trustee of the costs, expenses in its discretion may make such further inquiry or liabilities likely to be incurred by investigation into such facts or matters as it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandsee fit; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any default Person or Event within its rights or powers under this Agreement other than as to the validity and the sufficiency of Default its authentication of the Certificates. The Trustee shall at no time have any responsibility for or with respect to a series of Securities unless either (i) a Responsible Officer the legality, validity, sufficiency or enforceability of any Mortgages and the Trustee assigned to Mortgage Loans, including the Corporate Trust Office of the Trustee (perfection or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or priority thereof, (ii) written notice the ability of such default the Mortgage Loans to pay any portion of the Certificates, (iii) the validity of the assignment of any of the Mortgages and the Mortgage Loans, (iv) the review of any Mortgage or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.Mortgage Loan, except

Certain Rights of the Trustee. Subject to Section 6.15.1 hereof: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificatecertificate (including, without limitation, any certificate provided to the Trustee pursuant to Section 3.5 hereof), statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); ) and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Issuer; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which that might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document document, in each case relating to a Series of Securities, unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected such Series then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation examination shall be paid by the Issuer orIssuer, if paid or by the Trustee or any predecessor Trustee, shall be Trustee and repaid by the Issuer upon demand;; and (g) the Trustee may execute 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, other evidence of indebtedness or other paper or document, but the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly Trustee, in its employ and discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall not determine to make such further inquiry or investigation, it shall be responsible for any misconduct entitled to examine the books, records and premises of the Issuer, personally or negligence on the part of any such by agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4attorney.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel promptly confirmed in writing or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered taken or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, approval, appraisal, bond, debenture, note, coupon, security, debenture or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day, to examine the Trustee books, records and premises of the costsCompany, expenses personally or liabilities likely to be incurred by it in agent or attorney at the making expense of the Company and shall incur no liability of any kind by reason of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses inquiry or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandinvestigation; (ge) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents duly authorized agents, custodians, nominees or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care by it hereunder; and; (f) the permissive rights of the Trustee enumerated herein shall not be construed as duties; (g) [Reserved;] (h) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture; (i) in no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (j) the Trustee shall not be charged with knowledge of any default Default or Event of Default with respect to a series of Securities the Notes, unless either (i1) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default Default or Event of Default under Section 6.01(a) or (iib) of this Indenture has occurred or (2) written notice of such default Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Issuer or any other obligor on such series of Securities Company or by any Holder of Securities the Notes at the Corporate Trust Office of the Trustee and such series notice references the Notes and this Indenture; (k) the Trustee shall not be liable in accordance respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (if other than the Trustee) or any records maintained by any co-Note Registrar with respect to the Notes; (l) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate; (m) if any party fails to deliver a notice requirements set forth relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred; (n) the rights and protections afforded to the Trustee under this Indenture, including, without limitation, its right to be indemnified, shall also be afforded to the Trustee in Section 11.4each of its capacities (including, without limitation, as Conversion Agent) hereunder, and each agent, custodian and other Person employed to act hereunder; (o) subject to this Article 7, if an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability, claim and expense which might be incurred by it in compliance with such request or direction; (p) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and (q) the Trustee shall not 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 Indenture.

Certain Rights of the Trustee. Subject to Section 6.1: (a) The Trustee shall not be responsible for any recitals herein or for insuring all or any portion of the Collateral nor shall the Trustee be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreement contained herein. Except in the case of a Default or Event of Default of which a Responsible Trust Officer of the Trustee has actual knowledge, the Trustee shall be deemed to have knowledge of a Default or Event of Default only upon receipt of written notice thereof from the Issuer or any Secured Party; provided, however, that the Trustee shall be deemed to have actual knowledge of any failure to receive (i) payments under the Facility Lease Agreements when due, if the Trustee shall have received a copy of the billing for such payment and (ii) the principal of, any make-whole amount, breakage costs or other premium or interest on, any Secured Obligations on the date any such payment is due and payable to the Trustee. (b) Except to the extent expressly provided in Section 7.14, the Trustee does not make any representation, or warranty as to the validity, sufficiency or enforceability of this Indenture, the Security Documents or any other Financing Document or as to the title, operation, merchantability or fitness for use or purpose, value, compliance with specifications, condition, design, quantity, durability or otherwise with respect to any of the Collateral or any substitute therefor. The Trustee shall not be accountable to anyone for the use or application of any of the Secured Obligations or the proceeds thereof or for the use or application of any Collateral or the proceeds thereof which shall be released from the Lien and security interest in favor of the Trustee held in trust under the terms hereof, in accordance with the provisions of this Indenture -30- or the Security Documents. (c) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security note or other paper or document believed by it it, in good faith, to be genuine and to have been signed or presented by the proper party or parties;. (bd) any Any request, direction, order direction or demand of authorization by the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate a request, direction or Issuer Order (unless other evidence authorization in respect thereof be herein specifically prescribed)writing, delivered to the Trustee, and signed in the name of such party by a Responsible Officer of the Issuer; and any resolution of the Board board of Directors may directors of the Issuer or any committee thereof (or equivalent evidence of approval and authorization of action) shall be sufficiently evidenced by a copy of such resolution certified by a Responsible Officer to have been duly adopted and to be in full force and effect on the date of such authentication, and delivered to the Trustee by a Board Resolution;Trustee. (ce) the The Trustee may consult with counsel counsel, appraisers, engineers, accountants and other skilled persons to be selected by the Trustee, and the written advice or opinion of its selection and any advice of such counsel promptly confirmed in writing thereof shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel;thereon. (df) the The Trustee shall not be under no any obligation to exercise take any action to protect, preserve or enforce any rights or interests in the Collateral or to take any action towards the execution or enforcement of the trusts hereunder or powers vested in it by this Indenture at otherwise hereunder, whether on its own motion or on the request, order or direction request of any other Person, if it shall have notified the holders of the Securityholders pursuant to Secured Obligations that the provisions same, in the opinion of this Indenture (includingthe Trustee, without limitationmay involve pecuniary loss, pursuant to Section 5.9)liability or expense, unless such Securityholders the Issuer or one or more holders of Secured Obligations shall have offered to the Trustee offer and furnish reasonable security or indemnity reasonably satisfactory to the Trustee against pecuniary loss, liability and expense to the costs, expenses and liabilities which might be incurred therein or thereby;Trustee (it being acknowledged by the Trustee that the indemnity provided in Section 7.2(c) is satisfactory to the Trustee). (eg) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the 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, approval, appraisal, bond, debenture, note, coupon, security, note or other paper or document document, unless requested in writing so to do so by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; Required Secured Parties. The Trustee shall have no duty to review any financial statement provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;hereunder. (gh) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care by it hereunder; andcare. (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer The Trustee shall have no obligation to exercise any discretion in the performance of its obligations hereunder and shall only be required to act upon the express written instructions of the Trustee assigned to Issuer or the Corporate Trust Office holders of the Secured Obligations, as the case may be. If any provision of this Indenture imposes any obligation or determination to be taken or made by the Trustee (and such provision does not expressly state who shall instruct or any successor division or department of advise the Trustee) , then such instruction or advice shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given be required to be provided to the Trustee by the Issuer or Required Secured Parties and the Trustee shall promptly request such instructions from the holders of the Secured Obligations. (j) IF THE ISSUER DOES NOT PROVIDE THE TRUSTEE WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THE FINANCING DOCUMENTS, THE TRUSTEE MAY PURCHASE INSURANCE AT THE ISSUER’S EXPENSE TO PROTECT THE TRUSTEE’S INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT THE ISSUER’S INTERESTS IN THE COLLATERAL. THE COVERAGE PURCHASED BY THE TRUSTEE MAY NOT PAY ANY CLAIMS THAT THE ISSUER MAKES OR ANY CLAIM THAT IS MADE AGAINST THE ISSUER IN CONNECTION WITH THE COLLATERAL. THE ISSUER MAY LATER CANCEL ANY SUCH INSURANCE PURCHASED BY THE TRUSTEE, BUT ONLY AFTER PROVIDING THE TRUSTEE WITH EVIDENCE THAT THE ISSUER HAS OBTAINED INSURANCE AS REQUIRED BY THE FINANCING DOCUMENTS. IF THE TRUSTEE PURCHASES INSURANCE FOR THE COLLATERAL, THE ISSUER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT THE TRUSTEE MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE SECURED OBLIGATIONS SECURED HEREBY. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE THE ISSUER MAY BE ABLE TO OBTAIN ON ITS OWN. (k) The provisions of subparagraphs (c) through (j), inclusive, of this Section 7.3, shall be subject to the provisions of Section 7.1. (l) The Trustee need not post any other obligor on such series of Securities or by bond for any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4action taken under this Indenture.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection selected by it in good faith and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within a Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable time to notice, the Trustee books, records and premises of the costsCompany, expenses personally or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses agent or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandattorney; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with in the knowledge of any default or Event of Default with respect to a any Securities of any series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to a responsible officer of the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth terms of the Indenture; and (i) in Section 11.4no 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 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.

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 6.1: (a) 1. the Trustee may rely conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) 2. any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (c) 3. the Trustee may consult with legal counsel of its selection choice or other experts, and any the advice of such experts within the scope of such expert’s area of expertise or opinion of counsel promptly confirmed in writing with respect to legal matters (including any Opinion of Counsel) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel;opinion. (d) 4. the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred therein or thereby; (e) 5. the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be liable responsible for any action taken, suffered misconduct or omitted negligence on the part of any such agent or attorney appointed with due care by it hereunder; 6. the rights, privileges, protections, immunities and believed by it 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; 7. the Trustee may request that the Issuer deliver a Certificate setting forth the names of individuals and/or titles of officers authorized or within the discretion, rights or powers conferred upon it by at such time to take specified actions pursuant to this Indenture;, which Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded; and (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 8. 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, approval, appraisal, bond, debenture, note, coupon, security, other evidence of indebtedness or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within a reasonable time Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the Trustee books, records and premises of the costsIssuer, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not at a time reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid determined by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly personally or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) at the Trustee sole cost of the Issuer and shall not be charged with knowledge incur no liability or additional liability of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge kind by reason of such default inquiry or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4investigation.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Company or NICE, as the case may be; (c) the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel promptly confirmed in writing or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered taken or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, approval, appraisal, bond, debenture, note, coupon, security, debenture or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day, to examine the Trustee books, records and premises of the costsCompany, expenses personally or liabilities likely to be incurred by it in agent or attorney at the making expense of the Company and shall incur no liability of any kind by reason of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses inquiry or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandinvestigation; (ge) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents duly authorized agents, custodians, nominees or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care by it hereunder; and; (f) the permissive rights of the Trustee enumerated herein shall not be construed as duties; (g) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; (h) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture; (i) in no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (j) the Trustee shall not be charged with knowledge of any default Default or Event of Default with respect to a series of Securities the Notes, unless either (i1) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default Default or Event of Default or (ii2) written notice of such default Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Issuer or any other obligor on such series of Securities Company or by any Holder of Securities the Notes at the Corporate Trust Office of the Trustee; (k) the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (if other than the Trustee) or any records maintained by any co-Note Registrar with respect to the Notes; (l) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless such Responsible Officer of the Trustee had actual knowledge of such series event; (m) in accordance the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses, fees, taxes or other charges incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; (n) the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; (o) subject to this Article 7, if an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability and expense which might be incurred by it in compliance with such request or direction; (p) the notice requirements set forth Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in Section 11.4good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; and (q) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.

Certain Rights of the Trustee. Subject to TIA Section 6.1315: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection and any written advice or any Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, security or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity reasonably satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it; (i) 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; (j) the Trustee shall not be charged with knowledge deemed to have notice of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee Trustee, and such notice references the Securities and this Indenture; and (or any successor division or department of k) the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been 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 by the Issuer or any in each of its capacities hereunder, and each agent, custodian and other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4Person employed to act hereunder.

Certain Rights of the Trustee. Subject to Except as otherwise provided in Section 6.17.01: (a) the The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any Any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an Officers' Certificate instrument signed in the name of the Company by the Chief Executive Officer, President or Issuer Order any Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer (unless other evidence in respect thereof be herein is specifically prescribedprescribed herein); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (c) the The Trustee may consult with counsel of its selection and any the advice of such counsel promptly confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (d) the The Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders Debentureholders, pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Debentureholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred therein or thereby; nothing herein contained shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to a series of the Debentures (which has not been cured or waived) to exercise with respect to Debentures of that series such of the rights and powers vested in it by this Indenture, and to 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; (e) the The Trustee shall not be liable for any action taken, suffered taken or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion, discretion or rights or powers conferred upon it by this Indenture; (f) prior to ; nothing herein contained shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default hereunder with respect to a series of the Debentures (which has not been cured or waived) to exercise with respect to Debentures of that series such of the rights and after powers vested in it by this Indenture, and to use the curing same degree of care and skill in their exercise, as a prudent man would exercise or waiving use under the circumstances in the conduct of all Events of Default, the his own affairs; (f) 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper papers or document documents, unless requested in writing so to do by the Holders holders of not less than a majority in aggregate principal amount of the Securities outstanding Debentures of all the particular series affected then Outstandingthereby (determined as provided in Section 8.04); provided thatprovided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity satisfactory to it against such costs, expenses or liabilities as a condition to so proceeding; the . The reasonable expenses expense of every such investigation examination shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company upon demand; (g) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been The rights, privileges, 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 by the Issuer or any in each of its capacities hereunder, and to each agent, custodian and other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4Person employed to act hereunder.

Certain Rights of the Trustee. Subject In furtherance of and subject to the TIA and subject to Section 6.1:7.01: ---- (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at with the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all such Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do so by the Holders of not less than a majority in aggregate principal amount Principal Amount at Maturity of the Securities of all series affected then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Company upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;. (b) any Any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolution;copy thereof certified by the Secretary or an Assistant Secretary of the Company. (c) the The Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel promptly confirmed in writing or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered taken or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel;. (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the 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, approval, appraisal, bond, debenture, note, coupon, security, debenture or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day, to examine the Trustee books, records and premises of the costsCompany, expenses personally or liabilities likely to be incurred by it in agent or attorney at the making expense of the Company and shall incur no liability of any kind by reason of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses inquiry or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;investigation. (ge) the The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents duly authorized agents, custodians, nominees or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care by it hereunder; and. (f) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (g) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (h) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture. (i) In no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The Trustee shall not be charged with knowledge of any default Default or Event of Default with respect to a series of Securities the Notes, unless either (i1) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default Default or Event of Default or (ii2) written notice of such default Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Issuer or any other obligor on such series of Securities Company or by any Holder of Securities the Notes at the Corporate Trust Office of the Trustee. (k) The Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (if other than the Trustee) or any records maintained by any co-Note Registrar with respect to the Notes. (l) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless such Responsible Officer of the Trustee had actual knowledge of such series event. (m) In the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses, fees, taxes or other charges incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company. (n) The rights and protections afforded to the Trustee pursuant to this Article 7 including without limitation its right to be compensated, reimbursed, and indemnified, shall also be afforded to the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (o) Subject to this Article 7, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability and expense which might be incurred by it in compliance with such request or direction. (p) The Trustee shall not 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 Indenture. (q) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. (r) The Trustee shall have no obligation to pursue any action that is not in accordance with the notice requirements set forth in Section 11.4applicable law.

Certain Rights of the Trustee. Subject to the provisions of Section 6.15.01: (a) the The Trustee may rely conclusively rely, and shall will be fully protected in acting or refraining from acting acting, upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, judgment, order, decree, bond, debenture, note, coupon, security 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;. (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (c) the The Trustee may consult with counsel and require an Opinion of its selection Counsel and any advice of such counsel promptly confirmed in writing or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered taken or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with on such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the . 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, decree, judgment, approval, appraisal, bond, debenture, note, coupon, security, other evidence of indebtedness or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within a reasonable time Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the Trustee books, records and premises of the costsIssuer, expenses personally or liabilities likely to be incurred by it in agent or attorney at the making sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such investigation isinquiry or investigation. (c) Any request, in the opinion direction, order or demand of the Trustee, not reasonably assured Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by the security afforded to it a copy thereof certified by the terms Secretary or an Assistant Secretary of this Indenture, the Issuer. Before the Trustee acts or refrains from acting, it may require reasonable indemnity against such expenses or liabilities as a condition an Officers’ Certificate and/or an Opinion of Counsel conforming to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by Section 11.05 and the Trustee will not be liable for any action it takes or any predecessor Trustee, shall be repaid by omits to take in reliance on the Issuer upon demand;certificate or opinion. (gd) the The Trustee may execute any of the trusts or and powers hereunder or perform any duties hereunder either directly or through its agents, custodians, nominees and attorneys and will not be responsible for the misconduct or negligence of any agent, custodian, nominee or attorney appointed by the Trustee with due care. (e) The Trustee will be under no obligation to exercise any of the rights or through agents powers vested in it by this Indenture or attorneys not regularly to institute, conduct or defend any litigation hereunder or in its employ relation hereto at the request or direction of any of the Holders, unless such Holders have offered, and if requested provided to the Trustee security or indemnity satisfactory to it against the costs, fees, expenses and liabilities that might be incurred by it in compliance with such request or direction. (f) The Trustee may consult with counsel, and any advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder and in reliance thereon. (g) The Trustee shall not be responsible for required to give any misconduct bond or negligence on surety in respect of the part execution of any such agent or attorney appointed with due care by it hereunder; andthe trusts and powers under this Indenture. (h) the The Trustee shall not be charged with liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture or any action taken, suffered or omitted at the direction of the holders of not less than a majority in principal amount of the Securities as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture. (i) The Trustee shall have no duty to see to any recording, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such re-recording or re-filing or re-depositing thereof. (j) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a default or Event of Default (and stating the occurrence of a default or Event of Default) is actually received at the Corporate Trust Office of the Trustee (or any successor division or department Trustee, and such notice references the Securities and this Indenture and states that it is a "Notice of Default." In the Trustee) shall have actual knowledge absence of receipt of such notice or actual knowledge, the Trustee may conclusively presume that there is no default or Event of Default Default. Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the Company, or any of their respective directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance, or nonfeasance by such party. The Trustee shall not be responsible for any inaccuracy in the information obtained from the Issuer or for any inaccuracy or omission in the records which may result from such information or any failure by the Trustee to perform its duties as set forth herein as a result of any inaccuracy or incompleteness. (iik) written notice Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, exemplary, incidental, punitive or consequential or other similar loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such default loss or Event damage and regardless of Default the form of action. (l) The Trustee shall have been not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, any provision of any law or regulation or any act of any governmental authority, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; pandemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services or the unavailability of the Federal Reserve Bank wire or telex write or communication facility; accidents; labor disputes; acts of civil or military authority and governmental action. (m) 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, and each agent, custodian and other Person employed to act hereunder. (n) The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (o) The permissive rights of the Trustee to take or refrain from taking action hereunder shall not be construed as duties. (p) Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. (q) The recitals contained herein and in the Securities (except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or other transaction documents relating to the Securities and this Indenture. The Trustee shall not be accountable for the use or application by the Issuer of any Securities or the proceeds of any Securities authenticated and delivered by the Trustee in conformity with the provisions of this Indenture or any other obligor on such series money paid to the Issuer or upon the Issuer’s direction under any provision of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4this Indenture.

Certain Rights of the Trustee. Subject to Section 6.17.1: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' ’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document (whether in original or facsimile form) (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' ’ Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or any assistant secretary of the Company or the Guarantor, as the case may be; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, security or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or the Guarantor or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company or the Guarantor upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ employ, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge 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 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 during reasonable hours and upon reasonable notice the books, records and premises of the Company or the Guarantor, or both, personally or by agent or attorney; (i) the Trustee shall not be deemed to have notice of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee Trustee, and such notice references the Securities and this Indenture; and (or any successor division or department of j) the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been 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 by in each of its capacities hereunder, and each agent, custodian and other Person authorized to act hereunder. (k) the Issuer or any other obligor on such series permissive rights of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4Trustee enumerated herein shall not be construed as duties.

Certain Rights of the Trustee. Subject to Section 6.15.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Issuer; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding, but during an Event of Default or upon reasonable grounds prior to such Event of Default the Trustee, in its discretion, may make such further inquiries or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation examination shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer upon demand;; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.

Certain Rights of the Trustee. Subject to Section 6.1: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel promptly confirmed in writing or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered taken or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9), unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, approval, appraisal, bond, debenture, note, coupon, security, debenture or other paper or document unless requested document, but the Trustee, in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided thatits discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the payment within Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day, to examine the Trustee books, records and premises of the costsCompany, expenses personally or liabilities likely to be incurred by it in agent or attorney at the making expense of the Company and shall incur no liability of any kind by reason of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses inquiry or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandinvestigation; (ge) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents authorized agents, custodians, nominees or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care by it hereunder; and; (f) the permissive rights of the Trustee enumerated herein shall not be construed as duties; (g) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; (h) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture; (i) in no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (j) the Trustee shall not be charged with knowledge of any default Default or Event of Default with respect to the Notes other than a series of Securities payment Default, unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Issuer or any other obligor on such series of Securities Company or by any Holder of Securities the Notes at the Corporate Trust Office of the Trustee; (k) the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes; (l) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless such Responsible Officer of the Trustee had actual knowledge of such series event; (m) in accordance the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses, fees, taxes or other charges incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; (n) the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; (o) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; and (p) the notice requirements set forth Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in Section 11.4good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

Certain Rights of the Trustee. Subject to Section 6.17.1: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer's Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or any assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or therebythereby (such indemnification to be derived from the Holders of a Majority in liquidation preference of the Preferred Securities); (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, security or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity reasonably satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company upon demand; (gf) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ employ, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (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, 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 during reasonable hours and upon reasonable notice the books, records and premises of the Company, personally or by agent or attorney; (h) the Trustee shall not be charged with knowledge deemed to have notice of any default Default or Event of Default with respect to (except a series Default or an Event of Securities Default under Sections 6.1(a) or 6.1(b)) unless either (i) written notice of any event which is in fact such a Responsible Officer of default is received by the Trustee assigned to at the Corporate Trust Office of the Trustee Trustee, and such notice references the Securities and this Indenture; and (or any successor division or department of i) the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been 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 by in each of its capacities hereunder, and each agent, custodian and other Person authorized to act hereunder; (j) in no event shall the Issuer Trustee be responsible or liable for special, indirect, or consequential loss or damage of any other obligor on kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such series loss or damage and regardless of Securities or the form of action; and (k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any Holder of Securities of person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such series in accordance with the notice requirements set forth in Section 11.4certificate previously delivered and not superseded.

Certain Rights of the Trustee. Subject to Except as otherwise provided in Section 6.111.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order request or demand direction of the Issuer Depositor, or the holders of any Class of Certificates mentioned herein shall be sufficiently evidenced by an Officers' Certificate in writing; (c) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proved or Issuer Order established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence in respect thereof be herein specifically prescribed)) may, in the absence of bad faith on its part, rely upon an Officer's Certificate opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution;124 (cd) the Trustee may consult with counsel of its selection counsel, and any advice or opinion of such counsel promptly confirmed (selected in writing good faith by the Trustee) shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (de) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture Agreement at the request, order request or direction of any of the Securityholders Owners pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Agreement, unless such Securityholders Owners shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized in compliance with such request or within the discretion, rights or powers conferred upon it by this Indenturedirection; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, approval, appraisal, bond, debenture, note, coupon, security, note or other paper or document unless requested document, but the Trustee in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstandingits discretion may make such further inquiry or investigation into such facts or matters as it may see fit; provided thatprovided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this IndentureAgreement, the Trustee may require reasonable indemnity satisfactory to the Trustee against such expenses cost, expense or liabilities liability as a condition to proceeding; the reasonable expenses of every taking any such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandaction; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, attorneys or attorneys not regularly in its employ custodians, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, attorney or attorney custodian appointed by the Trustee with due care by it hereunder; andcare; (h) the Trustee shall not be charged with knowledge liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized by the Authorized Officer of any default Person or Event within its rights or powers under this Agreement other than as to validity and sufficiency of Default with respect to a series its authentication of Securities unless either the Certificates; (i) a Responsible Officer the right of the Trustee assigned to the Corporate Trust Office of perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee (shall not be answerable for other than its negligence or any successor division or department of willful misconduct in the Trustee) shall have actual knowledge performance of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.act;

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act, and subject to Section 6.15.01: (a) in the absence of negligence, bad faith or willful misconduct on its part, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by a Responsible Officer of the Company; (c) the Trustee may consult with counsel of its selection counsel, financial advisors and other experts and any written advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such the requisite number of Securityholders shall have instructed the Trustee in writing in accordance with this Indenture and offered to the Trustee reasonable security or and/or indemnity satisfactory to it in its sole discretion against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount Current Principal Amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity and/or security satisfactory to it against such reasonable costs, expenses or liabilities as a condition to proceeding; and the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer Company upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, delegates or attorneys not regularly in its employ employ, and the Trustee shall not be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of omissions, misconduct or negligence on the part of any such agent agent, delegate or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge deemed to have notice of a breach unless written notice of any default or Event of Default with respect to a series of Securities unless either (i) event which is in fact such breach is received by a Responsible Officer of the Trustee assigned to at the Specified Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; delivery to the Trustee of Company financial reports shall not be deemed to constitute actual knowledge or constructive knowledge by the Trustee of its contents or notice of a breach (i) the rights (including rights to compensation and resignation), privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated and indemnified, are extended to, and shall be enforceable by, The Bank of New York Mellon in each of its other capacities hereunder (including, as of the date of this Indenture, the Paying Agent and the Registrar), and each agent, custodian and other Person employed to act hereunder; (j) the Trustee may request (and shall be entitled to receive) that the Company deliver an Officer’s Certificate setting forth the names of the respective individuals and titles of officers authorized at such time to take specified actions pursuant to this Indenture with their specimen signatures, which Officer’s Certificate may be signed by any other person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; (k) the permissive rights of the Trustee enumerated herein shall not be construed as duties; (l) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any successor division kind whatsoever (including, but not limited to, loss of profit) whether or department not foreseeable irrespective of whether the Trustee was advised of the likelihood of such loss or damage and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination or discharge of this Indenture and the resignation or removal of the Trustee; (m) the Trustee shall have actual knowledge not be responsible or liable for any failure or delay in the performance of such default its obligations under this Indenture arising out of or Event caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of Default God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; pandemics; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (iihardware or software) written notice or communications service; accidents; labor disputes; acts of such default civil or Event military authority or governmental actions; acts of Default terrorism; failure of any money transmission, currency exchange or SWIFT system; it being understood that the Trustee shall have been given use its best efforts to resume performance as soon as practicable under the circumstances; (n) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee by will not be responsible to the Issuer Holders or any other obligor on person for any loss or liability arising from any failure by it to do so; (o) if a breach shall have occurred, or if the Trustee finds it expedient or necessary, or is requested by the Company to undertake duties which are of an exceptional nature or otherwise outside the scope of the Trustee’s normal duties under this Indenture, the Company will pay such series of Securities additional remuneration as the Company and the Trustee may agree upon the Company’s prior written consent; and (p) no provision herein shall require the Trustee to do anything which may be illegal or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4contrary to applicable law or regulation.

Certain Rights of the Trustee. Subject to Section 6.15.1: (a) i. the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) ii. any request, direction, order or demand of the Issuer Republic mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution; (c) iii. the Trustee may consult with counsel (and the Republic shall reimburse the Trustee for the reasonable and documented expenses of its selection such counsel) and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) iv. the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to defend any litigation hereunder at the request, order or direction of any of the Securityholders Holders of Debt Securities pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders of Debt Securities shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred therein or thereby; (e) v. the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; vi. the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; fires; floods; severe weather; wars; civil or military disturbances; acts of terrorism; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities; computer (fhardware or software) or communications service or Federal Reserve Bank wire service; accidents; labor disputes; any provision of any present or future law or regulation or any act of any governmental authority; and acts of civil or military authority or governmental actions; it being understood that the Trustee shall use its best efforts to resume performance as soon as practicable under the circumstances. vii. with respect to any Series of Debt Securities, prior to the occurrence of an Event of Default hereunder with respect to such Series of Debt Securities, and after the curing or waiving of all Events of DefaultDefault with respect to such Series of Debt Securities, 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, consent, order, approval, appraisal, bond, debenture, guaranty, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority Majority in aggregate principal amount of the Debt Securities of all series affected then such Series at the time Outstanding; provided that, that if the payment within a reasonable time to the Trustee of the documented costs, expenses or liabilities likely to be reasonably incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable from the Holders of Debt Securities of such Series indemnity or other security satisfactory to the Trustee against such expenses properly incurred or liabilities as a condition to proceeding; the reasonable documented expenses of reasonably incurred in every such investigation examination shall be paid by the Issuer Republic or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Republic upon demand; (g) viii. the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians or attorneys not regularly in its employ and the Trustee shall not be responsible for any negligence or willful misconduct or negligence on the part of any such agent agent, custodian or attorney appointed with due care by it hereunder; ix. if at any time the Trustee is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects this Indenture, the Debt Securities or funds held by it (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions), the Trustee is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and (h) and if the Trustee complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Trustee shall not be charged with knowledge liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect; x. 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, and each agent, custodian and other Person employed to act hereunder; xi. the Trustee may request that the Republic deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and xii. 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 Article Five. The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. The Trustee shall not be required to give any bond or surety. In making or disposing of any default investment permitted by this Indenture, the Trustee is authorized to deal with itself (in its individual capacity) or Event with any one or more of Default its affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such affiliate is acting as a subagent of the Trustee or for any third person or dealing as principal for its own account. The Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from the Republic, with no liability for interest hereunder. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. Delivery of reports, information and documents to the Trustee shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Republic’s or any other entity’s compliance with any covenants under this Indenture, the Debt Securities or any other related documents. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Republic’s or any other entity’s compliance with the covenants described herein or with respect to a series any reports or other documents filed under this Indenture, the Debt Securities or any other related document. No provision of this Indenture, the Debt Securities unless either or any other related document shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate applicable law binding upon it. The rights, privileges, protections, immunities and benefits provided to the Trustee hereunder (iincluding but not limited to its right to be indemnified) a are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and to each of its Responsible Officer Officers and other Persons duly employed by the Trustee hereunder as if they were each expressly set forth herein for the benefit of the Trustee assigned to the Corporate Trust Office in each such capacity, Responsible Officer or employees of the Trustee (mutatis mutandis. The Trustee shall have the right to require that any directions, instructions or any successor division notices provided to it be signed by an Authorized Officer, be provided on corporate letterhead, be notarized, or department contain such other evidence as may be reasonably requested by the Trustee to establish the identity and/or signatures thereon. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee) shall have actual knowledge . Accordingly, each of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given the parties agree to provide to the Trustee, upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee by to comply with Applicable Law. The Trustee shall not be required to take any action outside of the Issuer or any other obligor on such series United States in the performance of Securities or by any Holder its duties and the exercise of Securities of such series in accordance with the notice requirements set forth in Section 11.4its rights hereunder.

Certain Rights of the Trustee. Subject In furtherance of and subject to the TIA and subject to Section 6.17.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security Note or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the secretary or an assistant secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at with the request, order or direction of any of the Securityholders Noteholders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Noteholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all such Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do so by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected Notes then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer Company or, if paid by the Trustee or any predecessor Trusteetrustee, shall be repaid by the Issuer Company upon demand; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the Trustee shall not be charged with knowledge deemed to have notice of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee Trustee, and such notice references the Securities and this Indenture; (or any successor division or department of i) the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been 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 by in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and (j) the Issuer or any other obligor on Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such series of Securities or time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any Holder of Securities of person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such series in accordance with the notice requirements set forth in Section 11.4certificate previously delivered and not superseded.

Certain Rights of the Trustee. Subject to the provisions of Section 6.19.1: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, security 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; (b) any request, direction, order request or demand direction of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Officer’s Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed); , and any resolution of any Person’s board of directors shall be sufficiently evidenced if certified by an Officer of such Person as having been duly adopted and being in full force and effect on the Board date of Directors may be evidenced to the Trustee by a Board Resolutionsuch certificate; (c) the Trustee may consult with counsel of its selection and any advice of such counsel promptly confirmed in writing shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture at the request, order request or direction of any of the Securityholders Holders pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the fees, costs, losses, expenses and liabilities and damages (including reasonable attorney’s fees and expenses) which might be incurred therein by it in compliance with such request or therebydirection; (ed) the Trustee shall not be liable for any action taken, suffered or omitted by it and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, approval, appraisal, bond, debenture, note, coupon, security, other evidence of indebtedness or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demanddocument; (ge) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (hf) the Trustee shall not be charged with knowledge 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 Indenture; (h) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any default or Event kind whatsoever (including, but not limited to, loss of Default with respect to a series profit) irrespective of Securities unless either (i) a Responsible Officer whether the Trustee has been advised of the Trustee assigned to the Corporate Trust Office likelihood of such loss or damage and regardless of the Trustee (or any successor division or department form of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any other obligor on such series of Securities or by any Holder of Securities of such series in accordance with the notice requirements set forth in Section 11.4.action;

Certain Rights of the Trustee. Subject In furtherance of and subject to the Trust Indenture Act, and subject to Section 6.16.01: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate ’ Certificate, Opinion of Counsel or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' ’ Certificate or Issuer Order (unless other evidence in respect thereof be herein specifically prescribed)) and the Trustee may request and be entitled to receive an Officers’ Certificate before acting or refraining from acting with respect to such request, direction, order or demand; and any resolution of the Board of Directors of the Company or a Guarantor, if any, may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Company or that Guarantor; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of such counsel promptly confirmed in writing Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders Holders of the Securities of any series pursuant to the provisions of this Indenture (including, without limitation, pursuant to Section 5.9)Indenture, unless such Securityholders Holders shall have offered and provided to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, suffered taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount Principal Amount of the Securities of all any series affected then Outstandingoutstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable (and shall not be required to make such investigation unless it receives) indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation examination shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demandCompany; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and; (h) the rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, 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 to each agent, custodian and other Person employed to act hereunder and the employees, officers and directors of the Trustee; (i) the Trustee shall not be charged with deemed to have knowledge of any default Default or Event of Default with respect to a series of Securities unless either (i) a Responsible Officer of the Trustee assigned to has received from a Holder, the Corporate Trust Office of the Trustee (Company or any successor division Guarantor written notice of any event which is in fact such a Default or department Event of Default, as the Trustee) shall have actual knowledge of case may be, and such default notice references the Securities, this Indenture, the circumstances giving rise to such a Default or Event of Default or and that the same has occurred and is continuing; and (iij) written notice The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such default or Event of Default shall have been given time to the Trustee by the Issuer or any other obligor on such series of Securities or take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Holder of Securities of person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such series in accordance with the notice requirements set forth in Section 11.4certificate previously delivered and not superseded.