Common use of Certain Rights of the Trustee Clause in Contracts

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act and subject to Section 5.01: (a) in the absence of bad faith on its part, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, 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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the 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 a copy thereof certified by a Responsible Officer of the Issuer; (c) the Trustee may consult with counsel and any written advice or opinions of such 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 accordance with such advice or opinions; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee security and/or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (f) prior to the occurrence of a breach hereunder and after the curing or waiving of all such breaches, 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 Current Principal Amount of the Securities of all series affected then Outstanding; unless the Trustee has received indemnity and/or security reasonably satisfactory to it against such reasonable expenses or costs as a condition to proceeding; the expenses of every such investigation shall be paid by the Issuer; (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; (h) the Trustee shall not be deemed to have notice of any breach unless a Responsible Officer of the Trustee has received written notice thereof from the Issuer and such notice references the Securities and this Perpetual Subordinated Indenture; (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 Bank of New York Mellon as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunder; (j) 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 Perpetual Subordinated 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 connection with the exercise by the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct; (o) the Issuer agrees with the Trustee and the paying agent that it will provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act and subject to Section 5.01: (a) in the absence of bad faith on its part, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, 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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the 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 a copy thereof certified by a Responsible Officer of the Issuer; (c) the Trustee may consult with counsel and any written advice or opinions of such 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 accordance with such advice or opinions; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of such Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee security and/or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (f) prior to the occurrence of a breach an Event of Default hereunder and after the curing or waiving of all such breachesEvents 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, bondxxxx, debenturexxxxxxxxx, 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 Current Principal Amount aggregate principal amount of the Securities of all series affected then Outstanding; Outstanding unless the Trustee has received indemnity and/or security reasonably satisfactory to it against such reasonable expenses or costs as a condition to proceeding; the expenses of every such investigation shall be paid by the Issuer; (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; (h) the Trustee shall not be deemed to have notice of any breach Event of Default unless a Responsible Officer of the Trustee has received written notice thereof from the Issuer and such notice references the Securities and this Perpetual Subordinated Indenture; (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 Bank of New York Mellon as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunder; (j) 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 Perpetual Subordinated 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 connection with the exercise by the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct;; and (o) the The Issuer agrees with the Trustee and the paying agent that it will (a) advise the Trustee and the paying agent of any amendment or modification to the terms of the Notes that would constitute a “material modification” for the purpose of Section 1.1471-2(b)(2)(iv) of the U.S. Internal Revenue Code (including a significant modification as defined in Section 1.1001-3(e) of the U.S. Internal Revenue Code), and (b) provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or and paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act and subject Subject to Section 5.01: (a) in the absence of bad faith on its part, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, OfficerOfficers’ 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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the Issuer or the Guarantor mentioned herein shall be sufficiently evidenced by an OfficerOfficers’ Certificate or a Guarantor’s Certificate Officers’ Certificate, as the case may be, (unless other evidence in respect thereof be herein specifically prescribed), ; and any resolution of the Board Resolution or of the Guarantor’s Board of Directors may be evidenced to the Trustee by a copy thereof certified by a Responsible Officer the secretary or an assistant secretary of the IssuerIssuer or the Guarantor, as the case may be; (c) the Trustee may consult with counsel of its selection and any written advice or opinions Opinion of such counsel 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 accordance with such advice or opinionsOpinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of such Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee security and/or or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (f) prior to the occurrence of a breach hereunder and after the curing or waiving of all such breaches, 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 Current Principal Amount aggregate principal amount of the Securities of all series affected then Outstandingoutstanding; unless provided that, if the payment within a reasonable time to the Trustee has received 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 indemnity and/or security reasonably satisfactory to it against such reasonable expenses or costs liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the IssuerIssuer or, if paid by the Trustee or any predecessor trustee, 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, 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) 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 a Guarantor’s Officers’ Certificate, as the case may be; (i) the Trustee shall not be deemed to have notice of any breach Event of Default or an event which, with notice or lapse of time or both, would constitute an Event of Default unless a Responsible Officer of the Trustee has received actual knowledge thereof or unless written notice thereof from of any event which is in fact such a default is received by the Issuer Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Perpetual Subordinated Indenture; (ij) 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 the Trustee in each of New York Mellon as registrar, paying agent, transfer agent and authenticating agentits capacities hereunder, and each agent, custodian and other Person employed to act hereunder; (jk) the Trustee may request that the Issuer or the Guarantor deliver an OfficerOfficers’ Certificate or a Guarantor’s Certificate Officers’ Certificate, as the case may be, setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Perpetual Subordinated Indenture, which OfficerOfficers’ Certificate or Guarantor’s Certificate Officers’ Certificate, as the case may be, may be signed by any person authorized to sign an OfficerOfficers’ Certificate or a Guarantor’s Officers’ Certificate, as the case may be, including any person specified as so authorized in any such certificate previously delivered and not superseded; (kl) in connection with the exercise by no event shall the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers be responsible or liable for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, inter aliabut not limited to, loss of business, goodwill, opportunity or profit) even if irrespective of whether the Trustee has been advised of the likelihood of such loss on damages or damage and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, 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 that which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances;; and (n) before neither the Trustee acts nor any Agent shall have any obligation or refrains from actingduty to monitor, it may require an Officer’s Certificate and an Opinion determine or inquire as to compliance by the Issuer, the Guarantor 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 securities or tax laws), or, except as specifically provided herein, obtain documentation on any transfers or exchanges of Counsel conforming to Section 10.05 and the Trustee will not be liable for Securities of any action it takes or omits to take series. Nothing in good faith in reliance on the certificate or opinion unless it this provision shall be proved that such action or omission was the result of deemed to limit the Trustee’s negligence or willful misconduct; (o) the Issuer agrees duty to comply with the Trustee and the paying agent that any obligations it will provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, may have pursuant to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act and subject Subject to Section 5.016.1: (a) in the absence of bad faith on its part, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed), ; and any resolution of the Board Resolution of Directors may be evidenced to the Trustee by a copy thereof certified by a Responsible Officer the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel and any written advice or opinions Opinion of such counsel 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 accordance with such advice or opinionsOpinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of such Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee reasonable security and/or or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (f) prior to the occurrence of a breach hereunder and after the curing or waiving of all such breaches, 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 Current Principal Amount aggregate principal amount of the Securities of all series affected then Outstanding; unless provided that, if the payment within a reasonable time to the Trustee has received indemnity and/or 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 reasonably satisfactory afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such reasonable expenses or costs liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the IssuerIssuer 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, 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 of any breach unless a Responsible Officer of the Trustee has received written notice thereof from the Issuer and such notice references the Securities and this Perpetual Subordinated Indenture; (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 Bank of New York Mellon as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunder; (j) 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 Perpetual Subordinated 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 connection with the exercise by the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 and the Trustee will not be liable for any action it takes taken or omits omitted to take in good faith in reliance on the certificate be taken by any transfer agent or opinion paying agent unless it shall be proved that such action taken or omission omitted was so taken or omitted at the result direction of the Trustee’s negligence or willful misconduct; (o) the Issuer agrees with the Trustee and the paying agent that it will provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act Act, and subject to Section 5.016.1: (a) in the absence of bad faith on its part, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, 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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an 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 Resolution of Directors may be evidenced to the Trustee by a copy thereof certified by a Responsible Officer the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection, and any written advice or opinions any Opinion of such counsel 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 opinionsOpinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of such Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee reasonable security and/or or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (f) prior to the occurrence of a breach an Event of Default hereunder and after the curing or waiving of all such breachesEvents 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 Current Principal Amount 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; unless provided, that, if the payment within a reasonable time to the Trustee has received 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 and/or security reasonably satisfactory to it against such reasonable expenses or costs liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the IssuerIssuer 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, 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) the The Trustee shall not be deemed to have notice of any breach Event of Default unless a Responsible Officer of the Trustee has received actual knowledge thereof or unless written notice thereof from of any event which is in fact an Event of Default is received by the Issuer Trustee at the Corporate Trust Office and such notice references the Securities and Securities, the Issuer or this Perpetual Subordinated Indenture; (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 Bank the Trustee in each of New York Mellon as registrar, paying agent, transfer agent and authenticating agentits capacities hereunder, and each agent, custodian and other Person employed to act hereunder;; and (j) the Trustee may request that the Issuer deliver an Officer’s Certificate a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Perpetual Subordinated Indenture, which Officer’s Certificate 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 connection with the exercise by the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct; (o) the Issuer agrees with the Trustee and the paying agent that it will provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act and subject to Section 5.01: (a) in the absence of bad faith on its part, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, 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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the 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 a copy thereof certified by a Responsible Officer of the Issuer; (c) the Trustee may consult with counsel and any written advice or opinions of such 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 accordance with such advice or opinions; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of such Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee security and/or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (f) prior to the occurrence of an Event of Acceleration or a breach default hereunder and after the curing or waiving of all Events of Acceleration and such breachesdefault, 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 Current Principal Amount aggregate principal amount of the Securities of all series affected then Outstanding; unless the Trustee has received indemnity and/or security reasonably satisfactory to it against such reasonable expenses or costs as a condition to proceeding; the expenses of every such investigation shall be paid by the Issuer; (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; (h) the Trustee shall not be deemed to have notice of any breach default pursuant to subsections 3.10(ii) or (iii) or Event of Acceleration unless a Responsible Officer of the Trustee has received written notice thereof from the Issuer and such notice references the Securities and this Perpetual Subordinated Indenture; (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 Bank of New York Mellon as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunder; (j) 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 Perpetual Subordinated 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 connection with the exercise by the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct;; and (o) the The Issuer agrees with the Trustee and the paying agent that it will (a) advise the Trustee and the paying agent of any amendment or modification to the terms of the Securities that would constitute a “material modification” for the purpose of Section 1.1471-2(b)(2)(iv) of the U.S. Treasury regulations (including a significant modification as defined in Section 1.1001-3(e) of the U.S. Treasury regulations), and (b) provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or and paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Certain Rights of the Trustee. In furtherance The responsibilities of and subject to the Trust Indenture Act and subject to Section 5.01Trustee elsewhere set forth herein shall be further limited as follows: (ai) in In acting or omitting to act pursuant to the absence terms of bad faith on its partthe Agreements, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, 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; (ii) shall be entitled to rely on the rights and assume immunities accorded to it by this Indenture. (without further inquiryii) that any matter purported to It shall not be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect the duty of the Issuer Trustee, except as herein provided, to see that the duties imposed herein or in the Agreements upon the City or the Concessionaires are performed, and its actions under this Perpetual Subordinated Indenture; and the Trustee shall have no duty or obligation to monitor, investigate or confirm compliance by the City or the Concessionaires with the Agreements. (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless All money received by the Trustee is notified shall, until used, applied, or invested as herein provided be held in writing by trust for the Issuer purposes for which it was received but need not be segregated from other funds, except to the contrary; (b) any request, direction, order extent required by law or demand of the 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 a copy thereof certified by a Responsible Officer of the Issuer; (c) the Trustee may consult with counsel and any written advice or opinions of such 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 accordance with such advice or opinions; (d) the this Indenture. The Trustee shall be under no obligation liability for interest on any money received hereunder, except such as set forth herein (iv) The Trustee shall be under no duty to exercise approve or evaluate any expert or other skilled person selected by the City for any of the trusts purposes expressed in this Indenture or powers vested in it the Agreements, including, without limitation, the Airport Consultant, and the Trustee shall have no duty to review or evaluate the Customer Facility Charges determined by this Perpetual Subordinated Indenture at the requestCity. (v) The Trustee shall have the right to accept and act upon instructions or directions, order or direction of any of the Securityholders including funds transfer instructions, pursuant to this Indenture or the provisions of Agreements sent by Electronic Means. As used in this Perpetual Subordinated Indenturesubparagraph (v), unless “Electronic Means” shall mean a portable document format (“pdf”) or other replicating image attached to an unsecured email, facsimile transmission, secure electronic transmission (containing applicable authorization codes, passwords, and/or authentication keys issued by the requisite number of Securityholders Trustee), or another method or system specified by the Trustee and agreed to by the City as available for use in connection with its services hereunder; provided, however, that the City shall have instructed provide to the Trustee an incumbency certificate listing designated persons authorized to provide such instructions (referred to in this subparagraph (v) as “Authorized Officers”), which incumbency certificate shall be amended whenever a person is to be added to or deleted from the listing. If the City elects to give the Trustee instructions by Electronic Means and the Trustee in writing in accordance with this Perpetual Subordinated Indenture its discretions elects to act upon such instructions, the Trustee’s reasonable understanding of such instructions shall be deemed controlling. The City agrees that the Trustee cannot determine the identity of the actual sending of such instructions by Electronic Means, and offered that the Trustee shall conclusively presume that the instructions purported to have been sent by Electronic Means by an Authorized Officer listed on the incumbency certificate provided to the Trustee security and/or indemnity reasonably satisfactory have in fact been sent by such Authorized Officer. The City shall be responsible for ensuring that only Authorized Officers transmit such instructions to it against the costsTrustee, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the City and the Authorized Officers are responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and authentication keys provided by the Trustee, if any. The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretionlosses, rights or powers conferred upon it by this Perpetual Subordinated Indenture; (f) prior to the occurrence of a breach hereunder and after the curing or waiving of all such breaches, 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, securitycosts, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in Current Principal Amount of the Securities of all series affected then Outstanding; unless the Trustee has received indemnity and/or security reasonably satisfactory to it against such reasonable expenses or costs as a condition to proceeding; the expenses of every such investigation shall be paid by the Issuer; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either arising 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) the Trustee shall not be deemed to have notice of any breach unless a Responsible Officer of the Trustee has received written notice thereof indirectly from the Issuer Trustee’s reliance upon and compliance with instructions delivered via Electronic Means, notwithstanding such notice references the Securities and this Perpetual Subordinated Indenture; instructions conflict or are inconsistent with a subsequent written instruction delivered by other means. The City agrees: (i) to assume all risks arising out of the rights, privileges, protections, immunities use of such Electronic Means to submit instructions and benefits given direction to the Trustee, including, without limitation, its right the risk of the Trustee acting on unauthorized instructions and the risk or interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions than the method(s) selected by it; (iii) that the security procedures (if any) to be indemnified, are extended to, and shall be enforceable by, The Bank of New York Mellon as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunder; (j) 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 Perpetual Subordinated 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) followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) that it will notify the exercise Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. The foregoing notwithstanding, solely with respect to instructions delivered to the Trustee by the City by means of a secure electronic transmission system offered and maintained by the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indentureor its designee, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct; (o) the Issuer agrees with the Trustee and the paying agent that it will provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards liable to the SecuritiesCity for damages unless a court of competent jurisdiction has determined in a final, nonappealable judgment that such damages were directly caused by the Trustee’s failure to use commercially reasonable efforts to secure and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising protect such system from any failure by it to do soauthorized transactions.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act and subject to Section 5.01: (a) in the absence of bad faith on its part, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, 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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the 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 a copy thereof certified by a Responsible Officer of the Issuer; (c) the Trustee may consult with counsel and any written advice or opinions of such 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 accordance with such advice or opinions; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of such Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee security and/or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (f) prior to the occurrence of an Event of Acceleration or a breach default hereunder and after the curing or waiving of all Events of Acceleration and such breachesdefault, 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 Current Principal Amount aggregate principal amount of the Securities of all series affected then Outstanding; unless the Trustee has received indemnity and/or security reasonably satisfactory to it against such reasonable expenses or costs as a condition to proceeding; the expenses of every such investigation shall be paid by the Issuer; (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; (h) the Trustee shall not be deemed to have notice of any breach default pursuant to subsections 3.10(ii) or (iii) or Event of Acceleration unless a Responsible Officer of the Trustee has received written notice thereof from the Issuer and such notice references the Securities and this Perpetual Subordinated Indenture; (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 Bank of New York Mellon as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunder; (j) 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 Perpetual Subordinated 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 connection with the exercise by the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct;; and (o) the The Issuer agrees with the Trustee and the paying agent that it will (a) advise the Trustee and the paying agent of any amendment or modification to the terms of the Notes that would constitute a “material modification” for the purpose of Section 1.1471-2(b)(2)(iv) of the U.S. Internal Revenue Code (including a significant modification as defined in Section 1.1001-3(e) of the U.S. Internal Revenue Code), and (b) provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or and paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act and subject to Except as otherwise provided in Section 5.018.01: (a) in the absence of bad faith on its part, the Trustee (i) may conclusively rely and shall be is protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, note, coupon, security debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the Issuer mentioned herein Borrower under this Indenture shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein is specifically prescribed), ) and any Board Resolution resolution of the board of directors of the Borrower may be sufficiently evidenced to the Trustee by a copy thereof certified by a Responsible [an Authorized Borrower Representative], the Executive or an Attesting Officer of the IssuerBorrower, as appropriate; (c) whenever in the administration of this Indenture the Trustee deems it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence thereof is specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel Counsel and any the written advice or opinions of such counsel Counsel or an opinion of Counsel shall be full and complete authorization and protection in respect of for any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinionsopinion; (de) the Trustee shall be is under no obligation to exercise any of the trusts rights or powers vested in it by this Perpetual Subordinated Indenture at the request, order request or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, Bondholders unless the requisite number of Securityholders shall such holders have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee security and/or or indemnity reasonably satisfactory to it against the Trustee as to its terms, coverage, duration, amount and otherwise with respect to the costs, expenses and liabilities which might may be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith compliance with such request or direction, and believed by it to the provision of such indemnity shall be authorized or within mandatory for any remedy taken upon direction of the discretion, rights or powers conferred upon it by this Perpetual Subordinated Indentureholders of [a majority/25%] in aggregate principal amount of the Bonds; (f) prior to the occurrence of a breach hereunder and after the curing or waiving of all such breaches, the Trustee shall is not be bound required to make any inquiry or 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 but the Trustee, in writing so its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee determines to do by make such further inquiry or investigation, it is entitled to examine the Holders of not less than a majority in Current Principal Amount books, records and premises of the Securities of all series affected then Outstanding; unless Issuer and the Trustee has received indemnity and/or security reasonably satisfactory to it against such reasonable expenses Borrower, in person or costs as a condition to proceeding; the expenses of every such investigation shall be paid by the Issueragent or attorney; (g) the Trustee may execute any of the its trusts or powers hereunder or perform any duties hereunder under this Indenture either directly or by or through agents or attorneys, and may in all cases pay, subject to reimbursement as provided in Section 8.05, such reasonable compensation as it deems proper to all such agents and attorneys not regularly in its employreasonably employed or retained by it, and the Trustee shall not be responsible for any misconduct [, negligence] or [gross] negligence on the part of any such agent or attorney appointed with due care by it hereunderit; (h) the Trustee shall is not be required to take notice or deemed to have notice of any breach default or Event of Default hereunder, except Events of Default under Section 7.01(a) and (b), unless a Responsible Officer of the Trustee has actual knowledge thereof or has received written notice thereof in writing of such default or Event of Default from the Issuer Issuer, the Borrower or the holders of at least 25% in aggregate principal amount of the Outstanding Bonds, and in the absence of any such notice references notice, the Securities and this Perpetual Subordinated IndentureTrustee may conclusively assume that no such default or Event of Default exists; (i) the rights, privileges, protections, immunities and benefits given Trustee is not required to give any bond or surety with respect to the Trustee, including, without limitation, performance of its right to be indemnified, are extended to, and shall be enforceable by, The Bank duties or the exercise of New York Mellon as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunderits powers under this Indenture; (j) in the event the Trustee may request that receives inconsistent or conflicting requests and indemnity from two or more groups of holders of Bonds, each representing less than a majority in aggregate principal amount of 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 Bonds Outstanding, pursuant to the provisions of this Perpetual Subordinated Indenture, which Officer’s Certificate the Trustee, in its sole discretion, may determine what action, if any, shall 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 supersededtaken; (k) the Trustee’s immunities and protections from liability and its right to indemnification in connection with the exercise by performance of its duties under this Indenture shall extend to the Trustee Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnification, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the defeasance or discharge of this Indenture and final payment of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territoryBonds; (l) notwithstanding the satisfaction permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or discharge of this Perpetual Subordinated Indenture or duty to do so; and (m) except for information provided by the resignation, replacement or removal of Trustee concerning the Trustee, the Trustee shall under have no circumstances be liable to any party responsibility for any special, indirect, punitive information in any offering memorandum or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent other disclosure material distributed with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct; (o) the Issuer agrees with the Trustee and the paying agent that it will provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, respect to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the SecuritiesBonds, and the Trustee will not be responsible to shall have no responsibility for compliance with any state or federal securities laws in connection with the Holders or any other person for any loss or liability arising from any failure by it to do soBonds.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act Act, and subject to Section 5.016.1: (a) in the absence of bad faith on its part, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s '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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s 's Certificate (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 Resolution of Directors may be evidenced to the Trustee by a copy thereof certified by a Responsible Officer the secretary or an assistant secretary of the Issuer; (c) the Trustee may consult with counsel of its selection, and any written advice or opinions any Opinion of such counsel 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 opinionsOpinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of such Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee reasonable security and/or or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (f) prior to the occurrence of a breach an Event of Default hereunder and after the curing or waiving of all such breachesEvents 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 Current Principal Amount 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; unless provided, that, if the payment within a reasonable time to the Trustee has received 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 reasonably satisfactory to it against such reasonable expenses or costs liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer;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;. (h) the The Trustee shall not be deemed to have notice of any breach Event of Default unless a Responsible Officer has actual knowledge thereof or unless written notice of any event which is in fact an Event of Default is received by the Trustee has received written notice thereof from at the Issuer Corporate Trust Office and such notice references the Securities and this Perpetual Subordinated Indenture; (i) the rightsSecurities, 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 as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunder; (j) 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 or this Perpetual Subordinated 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 connection with the exercise by the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct; (o) the Issuer agrees with the Trustee and the paying agent that it will provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act and subject to Section 5.01: (a) in the absence of bad faith on its part, the The Trustee (i) may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, 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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the 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 a copy thereof certified by a Responsible Officer of the Issuer; (c) the Trustee may consult with counsel and any written advice or opinions of such 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 accordance with such advice or opinions; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee security and/or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (f) prior to the occurrence of a breach hereunder and after the curing or waiving of all such breaches, 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, order or other paper or document unless requested (whether in writing so its original or facsimile form) reasonably believed by it to do be genuine and to have been signed or presented by the Holders of proper Person. The Trustee need not less than a majority investigate any fact or matter stated in Current Principal Amount the document. The Trustee shall receive and retain financial reports and statements of the Securities Company as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of all series affected then Outstanding; unless the Company. (b) Before the Trustee has received indemnity acts or refrains from acting, it may require an Officer’s Certificate and/or security reasonably satisfactory an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to it against such reasonable expenses take in good faith in reliance on an Officer’s Certificate or costs as a condition to proceeding; the expenses Opinion of every such investigation shall be paid by the Issuer;Counsel. (gc) the The Trustee may execute any of the trusts or and powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents or attorneys not regularly in its employ, and the Trustee shall not be responsible for any the misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;. (hd) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel relating to this Indenture or the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Notes in good faith and in accordance with the advice or opinion of such counsel. (f) The Trustee shall not be deemed to have notice of any breach Default or Event of Default or whether any entity or group of entities constitutes a Significant Subsidiary unless a Responsible Trust Officer of the Trustee has received actual knowledge thereof or unless written notice thereof from of any event which is in fact a Default or of any such Significant Subsidiary is received by a Trust Officer of the Issuer Trustee at the Corporate Trust Office, and such notice references the Securities Notes, the Company and this Perpetual Subordinated Indenture;Indenture and, in the case of a Default or Event of Default, states that it is a “Notice of Default.” (ig) the 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 the Trustee in each of New York Mellon as registrar, paying agent, transfer agent its capacities hereunder and authenticating agentunder any and all other agreements executed by the Trustee in connection with the Notes and this Indenture, and to each agent, custodian and other Person employed to act hereunder;. (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Notes at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered, and if requested, provided to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby. (i) The Trustee shall not be deemed to have knowledge of any fact or matter unless such fact or matter is known to a Trust Officer of the Trustee. (j) Whenever in the administration of this Indenture or the Notes the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of negligence or willful misconduct on its part (as finally adjudicated in a non-appealable judgment of a court of competent jurisdiction), conclusively rely upon an Officer’s Certificate. (k) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, report, notice, request, direction, consent, order, bond, debenture, coupon 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 business hours and upon reasonable notice, the books, records and premises of the Company and the Restricted Subsidiaries, 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. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (m) The Trustee may request that the Issuer 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 Perpetual Subordinated 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 connection with the exercise by the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, Notes. (n) In no event shall the Trustee shall under no circumstances be liable to any party Person for any special, punitive, indirect, punitive consequential or consequential incidental loss or damage of any kind whatsoever (including, inter aliabut not limited to, loss of businesslost profits), goodwill, opportunity or profit) even if the Trustee has been advised of the likelihood of such loss on damages or damage and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct;. (o) the Issuer agrees with the Trustee and the paying agent that it will provide the Trustee and the paying agentUnless otherwise specifically provided in this Indenture, at the Trustee’s or paying agent’s any demand, request, with direction or notice from the Company shall be sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or paying agent is obliged, in respect of any payments to be made if signed by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) one Officer of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; andCompany. (p) The permissive rights of the Trustee under this Indenture and the other Note Documents shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do soconstrued as duties.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act Act, and subject to Section 5.01: (a) in the absence of negligence, bad faith or willful misconduct on its part, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, 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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the Issuer Company 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 a copy thereof certified by a Responsible Officer of the IssuerCompany; (c) the Trustee may consult with counsel and any written advice or opinions Opinion of such counsel 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 accordance with such advice or opinionsOpinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Fixed-Term Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Fixed-Term Subordinated Indenture, unless the requisite number of Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Fixed-Term Subordinated Indenture and offered to the Trustee security and/or indemnity reasonably satisfactory to it its satisfaction against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Fixed-Term Subordinated Indenture; (f) prior to the occurrence of a breach hereunder and after the curing or waiving of all such breaches, 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 Current Principal Amount aggregate principal amount of the Securities of all series affected then Outstanding; unless provided that the Trustee has received may require security and/or indemnity and/or security reasonably satisfactory to it its satisfaction against such reasonable expenses or costs liabilities as a condition to proceeding; the expenses of every such investigation shall be paid by the Issuer; (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; (h) the Trustee shall not be deemed to have notice of any Acceleration Event or breach unless a Responsible Officer written notice of any event which is in fact such an Acceleration Event or breach is received by the Trustee has received written notice thereof from at the Issuer address specified in Section 10.04, and such notice references the Securities and this Perpetual Fixed-Term Subordinated Indenture; (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 Bank the Trustee in each of New York Mellon as registrar, paying agent, transfer agent and authenticating agentits capacities hereunder, and each agent, custodian and other Person employed to act hereunder; (j) the Trustee may request that the Issuer 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 Perpetual Fixed-Term Subordinated 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 connection with the exercise by permissive rights of the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but enumerated herein shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territorybe construed as duties; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, in no event shall the Trustee shall under no circumstances be responsible or liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter aliabut no limited to, loss of businessprofit), goodwillwhether or not foreseeable, opportunity or profit) even if irrespective of whether the Trustee has advised of the likelihood of such loss on damages or damage and regardless of the form of action. The ; the provisions of this Section 5.02(l) shall survive the termination and or discharge of this Perpetual Fixed-Term Subordinated Indenture and the resignation or removal of the Trustee; (m) in no event shall the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Fixed-Term Subordinated Indenture (including any write-down amounts) and with regard to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so; (n) the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder under this Fixed-Term Subordinated Indenture arising out of or caused bycaused, directly or indirectly, forces by circumstances beyond its reasonable control, including, including without limitation, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, God; earthquakes; fires; floods; wars; civil or military disturbances, nuclear or natural catastrophes or acts of God, ; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, communications or computer (software and hardwarehardware or software) services, or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Trustee shall use reasonable its best efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances;; and (no) before Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and or an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct; (o) the Issuer agrees with the Trustee and the paying agent that it will provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do soopinion.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act and subject to Section 5.01: (a) The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion, based upon legal advice in the absence relevant jurisdiction, be contrary to any law of bad faith on its partthat jurisdiction or, to the extent applicable, the State of New York. Furthermore, the Trustee may also refrain from taking such action if such action would otherwise render it liable to any person in that jurisdiction, the State of New York or if, in its opinion based upon such legal advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction, in the State of New York or if it is determined by any court or other competent authority in that jurisdiction, in the State of New York that it does not have such power. (ib) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting to act based upon any resolution, 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 Person. The Trustee need not investigate any fact or parties; matter stated in the document. (iic) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless Before the Trustee is notified in writing by the Issuer to the contrary; (b) any requestacts or refrains from acting, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate (unless other evidence or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in respect thereof be herein specifically prescribed), and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by a Responsible Officer good faith in reliance on such Officer’s Certificate or Opinion of the Issuer;Counsel. (cd) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (e) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence. (f) The Trustee may retain professional advisers to assist it in performing its duties under this Indenture. The Trustee may consult with counsel of its selection and any written the advice or opinions Opinion of such counsel Counsel with respect to legal matters relating to this Indenture and the Securites shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted to be taken by it hereunder in good faith and in accordance with such the advice or opinions;opinion of such counsel. (dg) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee security and/or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (f) prior to the occurrence of a breach hereunder and after the curing or waiving of all such breaches, the The Trustee shall not be bound to make any investigation into the facts or matters stated in any Officer’s Certificate, Opinion of Counsel, or any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, coupon, security, security other evidence of indebtedness or other paper or document 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, personally or by agent or attorney at the sole cost of the Bank and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the holders pursuant to the provisions of this Indenture, unless requested such holders shall have offered to the Trustee indemnity and/or other security satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred by it in writing so to do by compliance with such request, order or direction. (i) In the Holders event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of not holders, each representing less than a the requisite majority in Current Principal Amount aggregate principal amount of the Securities of all series affected then Outstanding; unless , pursuant to the Trustee has received indemnity and/or security reasonably satisfactory to it against such reasonable expenses or costs as a condition to proceeding; provisions of this Indenture, the expenses of every such investigation Trustee, in its sole discretion, may determine what action, if any, shall be paid by the Issuer; (g) the Trustee may execute taken and shall be held harmless and shall not incur any of the trusts liability for its failure to act until such inconsistency or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly conflict is, in its employopinion, resolved, and absent willful misconduct or gross negligence, the Trustee shall not be liable for acting in good faith on instructions believed by them to be genuine and from the proper party. (j) The Trustee shall have no duty to inquire as to the performance of the covenants of the Bank and/or its Significant Subsidiaries in this Indenture and shall be entitled to assume that the Bank and any Significant Subsidiaries are in compliance with the terms of this Indenture. (k) The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any misconduct transfer, exchange, redemption, purchase or negligence on the part repurchase, as applicable, of any such agent or attorney appointed with due care interest in any Securities, but may at its sole discretion, choose to do so. (l) The Trustee and each Agent shall not be liable for acting in good faith on instructions believed by it hereunder;to be genuine and from the proper party. (hm) the The Trustee shall not be deemed required to have notice give any bond or surety with respect to the performance of any breach unless a Responsible Officer its duties or the exercise of its powers under this Indenture. (n) The permissive rights of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty to do so. (o) Notwithstanding any provision herein to the contrary, in no event shall the Trustee or any Agent be liable under or in connection with this Indenture or the Securities for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to loss of business, goodwill, opportunity or profits of any kind, whether or not foreseeable, even if it has received been advised of the possibility thereof and regardless of the form of action in which such damages are sought. (p) The Trustee shall have no duty to inquire as to the performance of the Bank with respect to the covenants contained herein. The Trustee may assume without inquiry in the absence of written notice thereof from to the contrary that the Issuer is duly complying with its obligations contained in this Indenture required to be performed and such notice references observed by it, and that no Default or Event of Default or other event which would require repayment of the Securities and this Perpetual Subordinated Indenture;has occurred. (iq) In no event shall the rightsTrustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of, privilegesor caused by, protectionsdirectly or indirectly, immunities and benefits given to the Trusteeforces beyond its control, including, without limitation, its right to be indemnifiedstrikes, are extended towork 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 be enforceable by, The Bank of New York Mellon use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunder;soon as practicable under the circumstances. (jr) the The Trustee may request that the Issuer Bank deliver an Officer’s Certificate setting forth the names of the individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Perpetual Subordinated 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;. (ks) The Trustee may, in connection with the execution and exercise by the Trustee of all or any of the rights trusts, powers, authorities and powers discretions vested in it by this Perpetual Subordinated Indenture, delegate to any person or persons all or any of the trusts, powers, authorities and discretions vested in it by this Indenture and any such delegation may be made upon such terms and conditions and subject to such regulations as the Trustee shall have regard to the general interests of the Holders as a class but may think fit. The Trustee shall not have regard be under any obligation to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, supervise the activities of such delegates and shall not have regard to be responsible for the consequences of the exercise misconduct or negligence of such rights and powers for individual Holders (whatever their number) resulting from their being delegates, or for any purpose domiciled costs, expenses, losses or resident in, or otherwise connected with, or subject to the jurisdiction liabilities of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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 such delegates, provided that such delegation has been made with reasonable care. (t) No provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or indirectlycontrary to applicable law or regulation. (u) The Trustee and the Paying Agent shall be entitled to make payments net of any taxes or other sums required by any applicable law to be withheld or deducted. (v) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (w) Any request or direction of the Bank mentioned herein shall be sufficiently evidenced by a Bank Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. (x) The rights, forces beyond its controlprivileges, protections, immunities and benefits given to the Trustee, including, without limitation, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct; (o) the Issuer agrees with the Trustee and the paying agent that it will provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or paying agent is obliged, in respect of any payments its right to be made by it pursuant to this Perpetual Subordinated Indenture and the Securitiesindemnified, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Taxare extended to, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) be enforceable by, the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securitiesin each of its capacities hereunder, and the Trustee will not be responsible each Agent, custodian and other Person employed to the Holders or any other person for any loss or liability arising from any failure by it to do soact hereunder, as applicable.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act Act, and subject to Section 5.016.1: (a) in the absence of bad faith on its part, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s '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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officer’s 's Certificate (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 Resolution of Directors may be evidenced to the Trustee by a copy thereof certified by a Responsible Officer the secretary or an assistant secretary of the IssuerCompany; (c) the Trustee may consult with counsel of its selection and any written advice or opinions any Opinion of such counsel 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 opinionsOpinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of such Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee security and/or or indemnity reasonably satisfactory to it the Trustee against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (f) prior to the occurrence of a breach an Event of Default hereunder and after the curing or waiving of all such breachesEvents 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 Current Principal Amount aggregate principal amount of the Subordinated Securities of all series affected then Outstanding; unless provided, that, if the payment within a reasonable time to the Trustee has received indemnity and/or 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 reasonably satisfactory afforded to it by the terms of this Subordinated Indenture, the Trustee may require reasonable indemnity against such reasonable expenses or costs 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 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, 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) the Trustee shall not be deemed to have notice of any breach unless a Responsible Officer of the Trustee has received written notice thereof from the Issuer and such notice references the Securities and this Perpetual Subordinated Indenture; (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 Bank of New York Mellon as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunder; (j) 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 Perpetual Subordinated 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 connection with the exercise by the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct; (o) the Issuer agrees with the Trustee and the paying agent that it will provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act and subject to Section 5.01: (a) in the absence of bad faith on its part, the Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, 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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any request, direction, order or demand of the 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 a copy thereof certified by a Responsible Officer of the Issuer; (c) the Trustee may consult with counsel and any written advice or opinions of such 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 accordance with such advice or opinions; (d) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of such Securityholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee security and/or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be suffered or incurred therein or thereby; (e) the Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (f) prior to the occurrence of a breach an Event of Default hereunder and after the curing or waiving of all such breachesEvents 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 Current Principal Amount aggregate principal amount of the Securities of all series affected then Outstanding; Outstanding unless the Trustee has received indemnity and/or security reasonably satisfactory to it against such reasonable expenses or costs as a condition to proceeding; the expenses of every such investigation shall be paid by the Issuer; (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; (h) the Trustee shall not be deemed to have notice of any breach Event of Default unless a Responsible Officer of the Trustee has received written notice thereof from the Issuer and such notice references the Securities and this Perpetual Subordinated Indenture; (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 Bank of New York Mellon as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunder; (j) 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 Perpetual Subordinated 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 connection with the exercise by the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct;; and (o) the The Issuer agrees with the Trustee and the paying agent that it will (a) advise the Trustee and the paying agent of any amendment or modification to the terms of the Notes that would constitute a “material modification” for the purpose of Section 1.1471-2(b)(2)(iv) of the U.S. Internal Revenue Code (including a significant modification as defined in Section 1.1001-3(e) of the U.S. Internal Revenue Code), and (b) provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or and paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act and subject to Except as otherwise provided in Section 5.017.01: (a) in the absence of bad faith on its part, the The Trustee (i) may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s 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; (ii) shall be entitled to rely on and assume (without further inquiry) that any matter purported to be authorized, approved or ratified by any Board Resolution or Officer’s Certificate is adequate and complete authorization, approval and ratification in respect of the Issuer and its actions under this Perpetual Subordinated Indenture; and (iii) shall be entitled to assume, without inquiry, that the Issuer has acted and performed all of its obligations in accordance this Perpetual Subordinated Indenture and the other agreements to which the Issuer is a party, unless the Trustee is notified in writing by the Issuer to the contrary; (b) any Any request, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an Officer’s Certificate instrument signed in the name of the Company by an Authorized Officer (unless other evidence in respect thereof be herein is specifically prescribedprescribed herein), and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by a Responsible Officer of the Issuer; (c) 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) is entitled to receive and may, in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) The Trustee may consult with counsel of its selection and any written the advice or opinions of such counsel 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 accordance with such advice or opinionsreliance thereon; (de) the The Trustee shall be under no obligation to exercise any of the trusts rights or powers vested in it by this Perpetual Subordinated Indenture at the request, order or direction of any of the Securityholders Noteholders, pursuant to the provisions of this Perpetual Subordinated Indenture, unless the requisite number of Securityholders such Noteholders shall have instructed the Trustee in writing in accordance with this Perpetual Subordinated Indenture and offered to the Trustee reasonable security and/or or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might may be suffered or 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 Notes (which has not been cured or waived) to exercise with respect to Notes 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 man would exercise or use under the circumstances in the conduct of his own affairs; (ef) If an Event of Default shall have occurred and be continuing, the Trustee shall be under no obligation to follow any request, order or direction of the Company if in the reasonable judgment of the Trustee the following of such request, order or direction would not be in the best interests of all the holders; (g) The Trustee shall not be liable for any action 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 Perpetual Subordinated Indenture; (fh) prior to the occurrence of a breach hereunder and after the curing or waiving of all such breaches, 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 so by the Holders holders of not less than a majority in Current Principal Amount principal amount of the Securities outstanding Notes of all the particular series affected then Outstandingthereby (determined as provided in Section 8.04); unless provided, however, that if the payment within a reasonable time to the Trustee has received indemnity and/or 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 reasonably satisfactory afforded to it by the terms of this Indenture, the Trustee may require reasonable security or indemnity against such reasonable costs, expenses or costs liabilities as a condition to so proceeding; the expenses of every such investigation shall be paid by the Issuer; (gi) 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; (h) the Trustee shall not be deemed to have notice of any breach unless a Responsible Officer of the Trustee has received written notice thereof from the Issuer and such notice references the Securities and this Perpetual Subordinated Indenture; (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 Bank of New York Mellon as registrar, paying agent, transfer agent and authenticating agent, and each agent, custodian and other Person employed to act hereunder;; and (j) the 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 Perpetual Subordinated 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 connection with the exercise by the Trustee of the rights and powers vested in it by this Perpetual Subordinated Indenture, the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to be required to) at any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences time bring an action on behalf of the exercise of such rights and powers for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any country, state or territory; (l) notwithstanding the satisfaction or discharge of this Perpetual Subordinated Indenture or the resignation, replacement or removal of the Trustee, the Trustee shall under no circumstances be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, inter alia, loss of business, goodwill, opportunity or profit) even if advised of the likelihood of such loss on damages and regardless of the form of action. The provisions of this Section 5.02(l) shall survive the termination and discharge of this Perpetual Subordinated Indenture and the resignation or removal of the Trustee; (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, existing or future law or regulation, any existing or future act of governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; (n) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel conforming to Section 10.05 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 unless it shall be proved that such action or omission was the result of the Trustee’s negligence or willful misconduct; (o) the Issuer agrees with the Trustee and the paying agent that it will provide the Trustee and the paying agent, at the Trustee’s or paying agent’s request, with sufficient information, to the extent readily available to the Issuer and that the Issuer is permitted to disclose under applicable law, so as to enable the Trustee and the paying agent to determine whether or not the Trustee and/or paying agent is obliged, in respect of any payments to be made by it pursuant to this Perpetual Subordinated Indenture and the Securities, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) (the “FATCA Withholding Tax”). The Trustee and the paying agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax; and (p) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to Holders under this Perpetual Subordinated Indenture (including any write-down or write-up amounts) and with regards to the Securities, and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do soNoteholders against third parties.