Common use of Certain Rights of Trustees Clause in Contracts

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):Section 6.1: (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company Corporation mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or as otherwise expressly provided herein, and any resolution of the Board of Directors may of the Corporation shall be sufficiently evidenced by a Board ResolutionResolution of the Corporation; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (Trustee, unless other evidence be herein specifically prescribed) , may, in the absence of bad faith on its part, rely upon an Officer's ’s Certificate; (4) the Trustees may consult with counsel counsel, an investment banker or an accountant of their selection and the written advice of such counsel counsel, investment banker or accountant or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) subject to the provisions of the Indenture relating to the duties of the Trustees in case an Event of Default occurs and is continuing, the Trustees shall be under no obligation to exercise any of the rights or powers vested in it them by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity indemnity, reasonably satisfactory to each, against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled entitled, at reasonable times previously notified to the Corporation, to examine the relevant books, records and premises of the CompanyCorporation, personally or by agent or attorney; (7) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by either of them hereunder; and; (8) in no event shall the Trustees be responsible or liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever, including lost profits, even if the Trustees or either of them have been advised of the likelihood of such loss or damage and regardless of the form of action; (9) in no event shall the Trustees be responsible or liable for any failure or delay in the performance of their obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including 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 or hardware) services; (10) the permissive rights of the Trustees to take the actions permitted by this Indenture will not be construed as an obligation or duty to do so; (11) prior to the occurrence of an Event of Default of which a Responsible Officer of a Trustee shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustees shall be determined solely by the express provisions of this Indenture and the Trustees shall not be liable except for any action taken, suffered the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or omitted by them obligations shall be read into this Indenture against the Trustees; (12) the Trustees shall have no duty to inquire as to the performance of the Corporation with respect to the covenants contained herein. The Trustees may assume without inquiry in good faith and believed by them the absence of written notice to the contrary that the Corporation is duly complying with its obligations contained in this Indenture required to be performed and observed by it, and that no Default or Event of Default or other event which would require repayment of the Securities has occurred; (13) either Trustee may request that the Corporation deliver an Officer’s Certificate setting forth the names of the individuals and titles of officers authorized or within the discretion or rights or powers conferred upon them by at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so long authorized in any such certificate previously delivered and not superseded; and (14) the Trustees shall not have any obligation or duty to monitor, determine or inquire as they act 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 transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in accordance with this Section 6.02(b)any Securities, but may in their sole discretion, choose to do so.

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's ’s Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' ’ powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Officers’ Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' ’ powers shall not be infringed upon so long as they act in accordance with Section 6.02(b7.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, Indenture so long as they act in accordance with this Section 6.02(b7.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's ’s Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' ’ powers shall not be infringed upon so long as they act in accordance with Section Subsection 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):Section 6.1: (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company Corporation mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or as otherwise expressly provided herein, and any resolution of the Board of Directors may of the Corporation shall be sufficiently evidenced by a Board ResolutionResolution of the Corporation; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (Trustee, unless other evidence be herein specifically prescribed) , may, in the absence of bad faith on its part, rely upon an Officer's ’s Certificate; (4) the Trustees may consult with counsel counsel, an investment banker or an accountant of their selection and the written advice of such counsel counsel, investment banker or accountant or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) subject to the provisions of the Indenture relating to the duties of the Trustees in case an Event of Default occurs and is continuing, the Trustees shall be under no obligation to exercise any of the rights or powers vested in it them by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity indemnity, reasonably satisfactory to each, against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled entitled, at reasonable times previously notified to the Corporation and the Guarantor, to examine the relevant books, records and premises of the CompanyCorporation and the Guarantor, personally or by agent or attorney; (7) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by either of them hereunder; and; (8) in no event shall the Trustees be responsible or liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever, including lost profits, even if the Trustees or either of them have been advised of the likelihood of such loss or damage and regardless of the form of action; (9) in no event shall the Trustees be responsible or liable for any failure or delay in the performance of their obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including 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 or hardware) services; (10) the permissive rights of the Trustees to take the actions permitted by this Indenture will not be construed as an obligation or duty to do so; (11) prior to the occurrence of an Event of Default of which a Responsible Officer of a Trustee shall have actual knowledge, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustees shall be determined solely by the express provisions of this Indenture and the Trustees shall not be liable except for any action taken, suffered the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or omitted by them obligations shall be read into this Indenture against the Trustees; (12) the Trustees shall have no duty to inquire as to the performance of the Corporation and the Guarantor with respect to the covenants contained herein. The Trustees may assume without inquiry in good faith the absence of written notice to the contrary that each of the Corporation and believed by them the Guarantor is duly complying with its obligations contained in this Indenture required to be performed and observed by it, and that no Default or Event of Default or other event which would require repayment of the Securities has occurred; (13) either Trustee may request that the Corporation and/or the Guarantor deliver an Officer’s Certificate setting forth the names of the individuals and titles of officers authorized or within the discretion or rights or powers conferred upon them by at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so long authorized in any such certificate previously delivered and not superseded; and (14) the Trustees shall not have any obligation or duty to monitor, determine or inquire as they act 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 transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in accordance with this Section 6.02(b)any Securities, but may in their sole discretion, choose to do so.

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):Section 7.01: (1i) the Trustees Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2ii) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order thereof, and any resolution of the Board any Person's board of Directors may directors (or any committee thereof) shall be sufficiently evidenced if certified by a Board Resolutionan Officer of such Person as having been duly adopted and being in full force and effect on the date of such certificate; (3iii) whenever in the administration of this Indenture the Trustees Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an the Officer's CertificateCertificates of the Company; (4iv) the Trustees Trustee may consult with counsel of its selection and the written advice of such counsel or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereon; (5v) in case an Event of Default occurs and is continuing, the Trustees Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable Trustee security or indemnity satisfactory to it against the costsany loss, expenses and liabilities liability or expense which might be incurred by them it in compliance with such request or direction; (6vi) the Trustees Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7vii) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them it hereunder; and (9viii) the Trustees shall not be liable for any action takenrights, suffered or omitted by them in good faith privileges, protections, immunities and believed by them benefits given to the Trustee, including, without limitation, its right to be authorized or within indemnified, are extended to, and shall be enforceable by, the discretion or rights or powers conferred upon them by this IndentureTrustee in each of its capacities hereunder, so long as they and to each agent, custodian and other Person employed to act in accordance with this Section 6.02(b)hereunder.

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Officers’ Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' ’ powers shall not be infringed upon so long as they act in accordance with Section Subsection 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):) of the TIA: (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Officers’ Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' ’ powers shall not be infringed upon so long as they act in accordance with Section 6.02(b6.2(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):Section 7.01: (1i) the Trustees Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2ii) any request or direction of the Company either Issuer mentioned herein shall be sufficiently evidenced by a Company an Issuer Request or Company an Issuer Order thereof, and any resolution of the Board any Person's board of Directors may directors (or any committee thereof) shall be sufficiently evidenced if certified by a Board Resolutionan Officer of such Person as having been duly adopted and being in full force and effect on the date of such certificate; (3iii) whenever in the administration of this Indenture the Trustees Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificatethe Officers' Certificates of the Issuers; (4iv) the Trustees Trustee may consult with counsel of its selection and the written advice of such counsel or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereon; (5v) in case an Event of Default occurs and is continuing, the Trustees Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable Trustee security or indemnity satisfactory to it against the costsany loss, expenses and liabilities liability or expense which might be incurred by them it in compliance with such request or direction; (6vi) the Trustees Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the TrusteesTrustee, in their its discretion, may make such further inquiry or investigation into such facts or matters as they it may see fit, and, if the Trustees Trustee shall determine to make such further inquiry or investigation, they it shall be entitled to examine the books, records and premises of the Companyeach Issuer, personally or by agent or attorneyattorney at the sole cost of such Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (7vii) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them it hereunder; (viii) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and (9ix) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them Trustee may request that each Issuer deliver an Officers' Certificate setting forth the names of the individuals and/or titles of officers authorized at such time to be authorized or within the discretion or rights or powers conferred upon them by take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person as so long as they act authorized in accordance with this Section 6.02(b)any such certificate previously delivered and not superseded.

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's ’s Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' ’ powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's ’s Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' ’ powers shall not be infringed upon so long as they act in accordance with Section Subsection 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject Except during the continuance of an Event of Default, the Trustees undertake to perform such functions and duties and only such functions and duties as are specifically set forth in this Indenture, and no implied duties or obligations shall be read into this Indenture against the Trustees. In the exercise of the powers and discharge of the duties prescribed or conferred by the terms of this Indenture, during the continuance of an Event of Default, each Trustee shall exercise the care, diligence and skill of a reasonably prudent trustee, and shall act honestly and in good faith and in a commercially reasonable manner and with a view to and in the best interests of the Holders. No provision of this Indenture shall be construed to relieve either of the Trustees from its duties, except that to the provisions of TIA Sections 315(a) through 315(d):extent permitted by Trust Indenture Legislation: (1a) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3c) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee of the Trustees (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Officers' Certificate; (4d) the Trustees may consult with counsel and the written advice of such counsel or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5e) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it them by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or and indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6f) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7g) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9h) no provision of this Indenture shall require the Trustees shall not be liable for to expend or risk their own funds or otherwise incur any action takenfinancial liability in the performance of any of their duties hereunder, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or exercise of any of their rights or powers conferred upon them by this Indenturepowers, so long as if they act in accordance with this Section 6.02(b)shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to them.

Certain Rights of Trustees. (a) Subject to the provisions of TIA Sections 315(a) through 315(d):Section 7.01: (1i) the Trustees Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2ii) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order thereof, and any resolution of the Board any Person's board of Directors may directors shall be sufficiently evidenced if certified by a Board Resolutionan Officer of such Person as having been duly adopted and being in full force and effect on the date of such certificate; (3iii) whenever in the administration of this Indenture the Trustees Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an the Officer's CertificateCertificates of the Company; (4iv) the Trustees Trustee may consult with counsel and the written advice of such counsel or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereon; (5v) the Trustees Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees Trustee reasonable security or indemnity against the costsany loss, expenses and liabilities liability or expense which might be incurred by them it in compliance with such request or direction; (6vi) the Trustees Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, ; and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7vii) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them it hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):Section 7.01: ---- (1i) the Trustees Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2ii) any request or direction of the Company either Issuer mentioned herein shall be sufficiently evidenced by a Company an Issuer Request or Company an Issuer Order thereof, and any resolution of the Board any Person's board of Directors may directors (or any committee thereof) shall be sufficiently evidenced if certified by a Board Resolutionan Officer of such Person as having been duly adopted and being in full force and effect on the date of such certificate; (3iii) whenever in the administration of this Indenture the Trustees Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificatethe Officers' Certificates of the Issuers; (4iv) the Trustees Trustee may consult with counsel of its selection and the written advice of such counsel or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereon; (5v) in case an Event of Default occurs and is continuing, the Trustees Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable Trustee security or indemnity satisfactory to it against the costsany loss, expenses and liabilities liability or expense which might be incurred by them it in compliance with such request or direction; (6vi) the Trustees Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the TrusteesTrustee, in their its discretion, may make such further inquiry or investigation into such facts or matters as they it may see fit, and, if the Trustees Trustee shall determine to make such further inquiry or investigation, they it shall be entitled to examine the books, records and premises of the Companyeach Issuer, personally or by agent or attorneyattorney at the sole cost of such Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (7vii) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them it hereunder; (viii) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and (9ix) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them Trustee may request that each Issuer deliver an Officers' Certificate setting forth the names of the individuals and/or titles of officers authorized at such time to be authorized or within the discretion or rights or powers conferred upon them by take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person as so long as they act authorized in accordance with this Section 6.02(b)any such certificate previously delivered and not superseded.

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):7.1 and 7.4: (1a) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2b) any request or direction of the Company Issuer mentioned herein shall be sufficiently evidenced by a Company an Issuer Request or Company Order Issuer Order, and any resolution of the Board of Directors may shall be sufficiently evidenced by a Board Resolution; (3c) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) the Trustees may, in the absence of bad faith on its their part, rely upon an Officer's Certificate’s Certificate or Opinion of Counsel delivered pursuant to Section 1.2; (4d) the Trustees may consult with counsel employ such agents, counsel, accountants, appraisers or other advisors as they may reasonably require for the proper discharge and determination of their rights and duties hereunder, and may pay reasonable remuneration for all services performed for them in the discharge of the trusts hereof and thereof (including the reasonable disbursements and expenses of any such agents, counsel, accountants, appraisers or other advisors), and the written Trustees may act and shall be protected in acting in good faith on the opinion or advice or on information obtained from any such parties and shall not be responsible for any willful misconduct or negligence on the part of any of them. The reasonable costs of such services shall be added to and be part of the Trustees’ fee hereunder; (e) the Trustees may act on the opinion or advice of such counsel or on information obtained from any opinion of Counsel notary, valuer, surveyor, engineer, broker, auctioneer, accountant or other expert, whether obtained by the Trustees or by the Issuer or the Company or otherwise; (f) the Trustees shall not be full and complete authorization and protection in respect of liable for any action taken, suffered or omitted by either of them hereunder in good faith and in reliance thereonaccordance with the direction of the required number of Holders relating to the exercise by the Trustees of the rights or powers conferred upon them by this Indenture; provided, however, that the conduct of the Trustees does not constitute willful misconduct or negligence; (5g) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it them by this Indenture at or to commence or continue any act, action or proceeding for the request or direction purpose of enforcing any rights of the Trustees or the Holders of Securities of any series pursuant to this Indenture, hereunder unless such Holders shall have offered furnished, when required by notice in writing by the Trustees, sufficient funds to commence or continue such exercise, act, action or proceeding and an indemnity satisfactory to the Trustees reasonable security or indemnity to protect and hold harmless the Trustees against the costs, expenses expenses, liabilities, losses and liabilities damages which might be incurred or suffered by them the Trustees in compliance with such request or direction; (6h) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, fit and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Issuer and the Company, personally or by agent or attorney; (7i) anything in this Indenture or any document related hereto to the contrary notwithstanding, in no event shall the Trustees be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (j) the rights, protections, immunities and indemnities afforded to the Trustees under this Indenture shall also be afforded to the Trustees in any other capacity hereunder, including, without limitation, as an Agent; provided that in and during an Event of Default, only the Trustees' powers , and not any Agent, shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) subject to the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b)prudent person standard.

Certain Rights of Trustees. Subject In the exercise of the powers and discharge of the duties prescribed or conferred by the terms of this Indenture, each Trustee shall exercise the care, diligence and skill of a reasonably prudent trustee, and shall act honestly and in good faith and in a commercially reasonable manner and with a view to and in the best interests of the Holders. No provision of this Indenture shall be construed to relieve either of the Trustees from its duties, except that to the provisions of TIA Sections 315(a) through 315(d):extent permitted by Trust Indenture Legislation: (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company Corporation mentioned herein shall be sufficiently evidenced by a Company Corporation Request or Company Corporation Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee the Trustees (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, act and rely upon an Officer's Officers’ Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereon; (5) the Trustees neither Trustee shall be under no any obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees such Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which might be incurred by them it in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they it may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the CompanyCorporation, personally or by agent or attorney; (7) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them it hereunder; (8) a Trustee shall not be deemed to have notice or knowledge of or to be aware of any matter unless a Responsible Officer of such Trustee has actual knowledge thereof or unless written notice thereof is received by such Trustee at its Corporate Trust Office and such notice references the Securities generally, the Corporation or this Indenture. Whenever reference is made in this Indenture to an Event of Default, such reference shall, insofar as determining any liability on the part of a Trustee is concerned, be construed to refer only to an Event of Default of which such Trustee is deemed to have knowledge in accordance with this paragraph; and (9) the Trustees neither Trustee shall not be liable for any action taken, suffered or omitted by them it in good faith and believed by them it to be authorized or within the discretion or rights or powers conferred upon them it by this Indenture. The Trustees shall not be required to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, so long as or in the exercise of any of their rights or powers if they act in accordance with this Section 6.02(b)shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to them.

Certain Rights of Trustees. Subject (a) No Trustee shall be responsible for any recitals herein or for insuring all or any portion of the Trust Estate nor shall any Trustee be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreement contained herein. Except in the case of an Indenture Default or Indenture Event of Default of which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall be deemed to have knowledge of an Indenture Default or Indenture Event of Default only upon receipt of written notice thereof from the Issuer or any holder of a Note; provided, however, that the Trustee shall be deemed to have actual knowledge of (i) any failure to receive payments under the Shell Contract when due, if the Trustee shall have received a copy of the billing for such payment pursuant to Section 7.3(e) above, (ii) sums required to be deposited in the Debt Service Reserve Fund and sums actually deposited, and (iii) of the principal of, any applicable Make-Whole Amount or interest on, any Note on the date any such payment is due. (b) No Trustee makes any representation, or warranty as to the validity, sufficiency or enforceability of this Indenture, the Notes, the Note Purchase Agreements or any other Credit Documents, or as to the title, operation, merchantability or fitness for use or purpose, value, compliance with specifications, condition, design, quantity, durability or otherwise with respect to the Drilling Rig or any other Collateral or any substitute therefor. No Trustee shall be accountable to anyone for the use or application of any of the Notes of the proceeds thereof or for the use or application of any Collateral or the proceeds thereof which shall be released from the Lien and security interest in favor of such Trustee held in trust under the terms hereof, in accordance with the provisions of TIA Sections 315(a) through 315(d):this Indenture. (1c) the Trustees Each Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, notice request, direction, consent, order, bond, debenture, note, other evidence of indebtedness note or other paper or document believed by them it, in good faith, to be genuine and to have been signed or presented by the proper party or parties;. (2d) any request Any request, direction or direction of authorization by the Company mentioned herein Issuer shall be sufficiently evidenced by a Company Request request, direction or Company Order authorization in writing, delivered to a Trustee, and signed in the name of such party by a Responsible Officer; and any resolution of the Board of Directors may of the Issuer or any committee thereof shall be sufficiently evidenced by a Board Resolution;copy of such resolution certified by its Secretary or an Assistant Secretary to have been duly adopted and to be in full force and effect on the date of such certification, and delivered to such Trustee. (3e) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Any Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate; (4) the Trustees may consult with counsel counsel, appraisers, engineers, accountants and other skilled persons to be selected by such Trustee, and the written advice of such counsel or any opinion of Counsel thereof shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereon;. (5f) the Trustees No Trustee shall be under no any obligation to exercise take any action to protect, preserve or enforce any rights or interests in the Collateral or to take any action towards the execution or enforcement of the rights trusts hereunder or powers vested in it by this Indenture at otherwise hereunder, whether on its own motion or on the request or direction of any other Person, if it shall have notified the holders of the Holders Notes that the same, in the opinion of Securities of any series pursuant to this Indenturesuch Trustee, may involve pecuniary loss, liability or expense, unless such Holders the Issuer or one or more holders of the Notes shall have offered to the Trustees offer and furnish reasonable security or indemnity reasonably satisfactory to such Trustee against pecuniary loss, liability and expense to such Trustee. With respect to any original Purchasers of the costsNotes or any other Institutional Investor an indemnity agreement by such Purchaser, expenses in form and liabilities which might be incurred by them in compliance with substance reasonably satisfactory to such request Trustee, will satisfy such requirement without any bond, security or direction;third party indemnity. (6g) the Trustees No Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness note or other paper or document, but unless requested in writing to do so by the Trustees, Majority Holders and such holders shall have tendered funds to pay expenses to be incurred in their discretion, may make performing such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;duties. (7h) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees Any Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees such Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care by them hereunder; andcare. (9i) The provisions of paragraphs (c) through (h), inclusive, of this Section 9.3, shall be subject to the Trustees shall not be liable provisions of Section 9.1. (j) No Trustee need post any bond for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by taken under this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):Section 13.1, (1a) the Trustees may conclusively act and rely as to the truth of the statements and correctness of the opinions expressed in, shall not be bound to make any investigation into the facts or matters of, and shall be fully protected in acting or relying or refraining from acting upon upon, any resolution, certificate, statement, statutory declaration, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2b) any request or direction of the Company mentioned herein Issuer shall be sufficiently evidenced by a Company Request request of the Issuer or Company Order order of the Issuer and any certified resolution of the Board of Directors may be sufficiently evidenced by a Board Resolutionof the Issuer; (3c) whenever in the administration of this Indenture the Trustees a Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each such Trustee (unless other evidence be is herein specifically prescribed) may, in the absence of bad faith on its part, rely and act upon an Officer's ’s Certificate; (4d) the Trustees at the expense of the Issuer may consult with each employ or retain such counsel and such other experts and advisers as such Trustee believes is necessary to enable it to determine and discharge its duties hereunder, and the written advice of such counsel or any opinion of Counsel the Trustee’s counsel, experts or advisers shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereon; (5e) the Trustees shall not be under no any obligation to exercise any of the rights or powers vested in it them by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, Indenture unless such Holders shall have offered to the Trustees reasonable security or sufficient funding and indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction, and provisions of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section 13.15(e); (6f) the Issuer shall provide to the Trustees an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustees hereunder. The Trustees shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Trustees shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this Section; (g) the Trustees shall not be bound entitled to make rely, and act upon, any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondinstruction, debenture, note, other evidence of indebtedness notice or other paper communication provided to it hereunder which is sent to it by facsimile transmission or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorneyelectronic delivery; (7) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9h) the Trustees shall not be liable for any action takenconsequential, suffered punitive or omitted special damages; and (i) the Trustees shall not incur any liability for not performing any act or not fulfilling any duty, obligation or responsibility hereunder by them in good faith and believed by them to be authorized reason of any occurrence beyond the control of the Trustees (including, but not limited to, any provision of any present or within the discretion future applicable law or rights any act of a Governmental Authority or powers conferred upon them by this Indenture, so long as they any act in accordance with this Section 6.02(bof God or war).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1a) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3c) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Officers’ Certificate; (4d) the Trustees may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5e) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6f) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7g) in an Event of Default, the Trustees' ’ powers shall not be infringed upon so long as they act in accordance with Section 6.02(b7.02(b); (8) h) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9i) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, Indenture so long as they act in accordance with this Section 6.02(b7.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustees may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Officers’ Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity satisfactory to them against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) 8) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture; (9) the Trustee shall not be deemed to have or charged with knowledge of any default or Event of Default under this Indenture or with respect to the Securities for which it is acting as Trustee unless (a) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default or (b) written notice of such default or Event of Default shall have been given to the Trustee by the Company or any other obligor on such Securities or by an Holder of such Securities and such notice refers to the Securities and this Indenture; (10) the rights, so long as they privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; (11) anything in accordance this Indenture to the contrary notwithstanding, in no event shall the Trustee 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 lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought; (12) the permissive rights of the Trustee enumerated herein shall not be construed as duties; (13) the Trustee may request that the Company or the Subsidiary Guarantors deliver an Officer's Certificate setting forth the name of the individuals and/or titles of Officers authorized at such time to take specific actions pursuant to this Indenture, which 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 Officer's Certificate previously delivered and not superseded; (14) before the Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel, or both as applicable, and the Trustee shall not be liable for any action it takes, suffers or omits to take in good faith in reliance on such Officer's Certificate or Opinion of Counsel; (15) the Trustee shall have no duty to see to any recording, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof; (16) neither the Trustee nor any clearing system through which the Securities are traded shall 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 of any transfer, exchange, redemption, purchase or repurchase, as applicable, of interest in any Security; (17) the Trustee is not required to give any bond or performance of its duties or the exercise of its powers under this Indenture; and (18) delivery of reports, information and documents to the Trustee under Section 6.02(b4.03 is for informational purposes only and the Trustee's receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates or Opinions of Counsel, as applicable).

Certain Rights of Trustees. (a) Subject to the provisions of TIA Sections 315(a) through 315(d):Section 7.01: (1i) the Trustees Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2ii) any request or direction of the Company Issuers mentioned herein shall be sufficiently evidenced by a Company an Issuer Request or Company an Issuer Order thereof, and any resolution of the Board any Person's board of Directors may directors shall be sufficiently evidenced if certified by a Board Resolutionan Officer of such Person as having been duly adopted and being in full force and effect on the date of such certificate; (3iii) whenever in the administration of this Indenture the Trustees Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an the Officer's CertificateCertificates of the Issuers; (4iv) the Trustees Trustee may consult with counsel and the written advice of such counsel or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereon; (5v) in case an Event of Default occurs and is continuing, the Trustees Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees Trustee reasonable security or indemnity against the costsany loss, expenses and liabilities liability or expense which might be incurred by them it in compliance with such request or direction; (6vi) the Trustees Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, ; and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7vii) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them it hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Officers' Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section Subsection 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):(d) of the Trust Indenture Act: (1a) In the absence of bad faith on their part, the Trustees may rely conclusively rely, and shall will be protected in acting or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party Person. The Trustees need not investigate any fact or parties;matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustees pursuant to any provision hereof, the Trustees shall examine the document to determine whether it conforms to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustees, in their discretion, may make further inquiry or investigation into such facts or matters as they see fit. (2b) Before the Trustees act or refrain from acting, they may require an Officers’ Certificate or an opinion of Counsel conforming to Sections 1.20 and 1.21 and the Trustees will not be liable for any action they takes or omits to take in good faith in reliance on the certificate or opinion. (c) The Trustees may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care. (d) If an Event of Default occurs and is continuing, the Trustees will be under no obligation to exercise any of the rights or powers vested in them by this Indenture at the request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may holders, unless such holders have offered to the Trustees reasonable security or indemnity satisfactory to them against the loss, liability or expense that might be sufficiently evidenced incurred by a Board Resolution;them in compliance with such request or direction. (3e) whenever in the administration of this Indenture the The Trustees shall deem it desirable that a matter will not be proved or established prior to taking, suffering or omitting liable for any action hereunderthey take or omit to take in good faith that they believe to be authorized or within their rights or powers or for any action they take or omit to take in accordance with the direction of the holders in accordance with Sections 8.1, each Trustee (unless other evidence be herein specifically prescribed) may8.3 and 8.7 relating to the time, in place and manner of conducting any proceeding for any remedy available to the absence of bad faith on its partTrustees, rely or exercising any trust or power conferred upon an Officer's Certificate;the Trustees, under this Indenture. (4f) the The Trustees may consult with counsel of their selection, and the written advice of such counsel or any opinion Opinion of Counsel shall will be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon. (g) No provision of this Indenture will require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of their duties hereunder, or in the exercise of their rights or powers, unless they receive indemnity satisfactory to them against any loss, liability or expense. (h) The Trustees shall not be deemed to have notice of any Default or Event of Default unless an officer of a Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the a Trustee, and such notice references the Debentures and this Indenture. (i) The rights, privileges, protections, immunities and benefits given to the Trustees, including, without limitation, their right to be indemnified, are extended to, and shall be enforceable by, the Trustees in their capacities hereunder, and each agent, custodian and other Person employed to act hereunder; (5j) The Trustees may request that the Trustees shall be under no obligation Corporation deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series take specified actions pursuant to this Indenture, unless such Holders shall have offered which Officers’ Certificate may be signed by any person authorized to the Trustees reasonable security or indemnity against the costssign an Officers’ Certificate, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make including any investigation into the facts or matters stated person specified as so authorized in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records certificate previously delivered and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereundersuperseded; and (9k) the The Trustees shall not be liable for any action takenconsequential, suffered punitive, indirect or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b)special damages.

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1a) the Trustees Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of a firm of independent public accountants, or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness debenture or other paper or document believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2b) any request request, direction, order or direction of demand by the Company mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Company by the Chairman of the Board, the President or a Company Request Vice President and the Secretary or Company Order an Assistant Secretary or the Treasurer or an Assistant Treasurer (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be sufficiently evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Company; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate; (4c) the Trustees Trustee may consult with counsel and the written advice of such counsel or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereonaccordance with such Opinion of Counsel; (5d) the Trustees Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture at the request request, order or direction of any of the Holders of Securities of any series Debentureholders, pursuant to the provisions of this Indenture, unless such Holders Debentureholders shall have offered to the Trustees Trustee reasonable security or indemnity against the costs, expenses and liabilities which might may be incurred therein or thereby; nothing herein contained shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured or waived) to exercise such of the rights and powers vested in it by them this Indenture, and to use the same degree of care and skill in compliance with such request their exercise as a prudent man would exercise or directionuse under the circumstances in the conduct of his own affairs; (6e) the Trustees Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them it in good faith and believed by them it to be authorized or within the discretion or rights or powers conferred upon them it by this Indenture, so long as they act in accordance with this Section 6.02(b).;

Certain Rights of Trustees. Subject In the exercise of powers and discharge of the duties prescribed or conferred by the terms of this Indenture, each Trustee shall exercise the care, diligence and skill of a reasonably prudent person, and shall act honestly and in good faith and in a commercially reasonable manner and with a view to and in the best interests of the Holders of the Securities. No provision of this Indenture shall be construed to relieve the Trustees from their duties, except, that to the provisions of TIA Sections 315(a) through 315(d):extent permitted by Trust Indenture Legislation: (1a) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2b) any request or direction of the Company Issuer mentioned herein shall be sufficiently evidenced by a Company an Issuer Request or Company Order Issuer Order, and any resolution of the Board of Directors may shall be sufficiently evidenced by a Board Resolution; (3c) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) the Trustees may, in the absence of bad faith on its their part, rely upon an Officer's Certificate’s Certificate or Opinion of Counsel delivered pursuant to Section 1.2; (4d) the Trustees may consult with counsel employ such agents, counsel, accountants, appraisers or other advisors as they may reasonably require for the proper discharge and determination of their rights and duties hereunder, and may pay reasonable remuneration for all services performed for them in the discharge of the trusts hereof and thereof (including the reasonable disbursements and expenses of any such agents, counsel, accountants, appraisers or advisors) and the written advice of such counsel or any opinion of Counsel Trustees may act and shall be full and complete authorization and protection protected in respect of any action taken, suffered or omitted by them hereunder acting in good faith on the opinion or advice or on information obtained from any such parties and in reliance thereonshall not be responsible for any misconduct on the part of any of them. The reasonable costs of such services shall be added to and be part of the Trustees’ fee hereunder; (5e) the Trustees may act on the opinion or advice of or on information obtained from any notary, valuer, surveyor, engineer, broker, auctioneer, accountant or other expert, whether obtained by the Trustees or by the Issuer or the Company or otherwise; (f) the Trustees shall not be liable for taking any action or omitting to take any action in good faith in accordance with a direction made pursuant to Section 6.12; (g) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it them by this Indenture at or to commence or continue any act, action or proceeding for the request or direction purpose of enforcing any rights of the Trustees or the Holders of Securities of any series pursuant to this Indenture, hereunder unless such Holders shall have offered furnished, when required by notice in writing by the Trustees, sufficient funds to commence or continue such exercise, act, action or proceeding and an indemnity satisfactory to the Trustees reasonable security or indemnity to protect and hold harmless the Trustees against the costs, expenses expenses, liabilities, losses and liabilities damages which might be incurred or suffered by them the Trustees in compliance with such request or direction; (6h) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, fit and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Issuer and the Company, personally or by agent or attorney;; and (7i) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and . The Issuer and the Company jointly and severally agree to indemnify and hold harmless the Trustees, their directors, officers, agents, representatives, attorneys, and employees (9each, an “Indemnitee”) from and against any and all losses, liability, damage, claim (whether asserted by the Company, the Issuer, a Holder or any other person) or expense (including reasonable compensation and expenses and disbursements of each of the Trustees’ counsel), including any such amounts incurred in connection with enforcing the Issuer’s obligations, including its obligation to indemnify the Trustees shall not be liable for hereunder (collectively, “Losses”) in connection with or arising out of the administration of this Indenture by the Trustees or the exercise or performance of the Trustees’ rights, duties or powers hereunder, or in connection with the enforcement of any action takenrights of Holders hereunder, suffered in each case, done or omitted by them made in good faith by the Trustees and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with the standards applicable to the Trustees under this Section 6.02(b)Article 7, and except to the extent such Losses were incurred due to the gross negligence or wilful misconduct on the part of such Indemnitee. This provision shall survive the resignation or removal of the Trustees and the termination or discharge of this Indenture.

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):Section 13.3, (1a) the Trustees may conclusively act and rely as to the truth of the statements and correctness of the opinions expressed in, shall not be bound to make any investigation into the facts or matters of, and shall be fully protected in acting or relying or refraining from acting upon upon, any resolution, certificate, statement, statutory declaration, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2b) any request or direction of the Company mentioned herein Corporation shall be sufficiently evidenced by a Company Request request of the Corporation or Company Order order of the Corporation and any resolution of the Board of Directors may shall be sufficiently evidenced by a Board Certified Resolution; (3c) whenever in the administration of this Indenture the Trustees either Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each such Trustee (unless other evidence be is herein specifically prescribed) may, in the absence of bad faith on its part, rely and act upon an Officer's Officers’ Certificate; (4d) either Trustee at the Trustees expense of the Corporation may consult with counsel Trustee Counsel and such other experts and advisers as such Trustee believes is necessary to enable it to perform its duties hereunder, and the written advice or opinion of such counsel Trustee Counsel, experts or any opinion of Counsel advisers shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereon; (5e) the Trustees neither Trustee shall be under no any obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series Debentureholders pursuant to this Indenture, Indenture unless such Holders Debentureholders shall have offered to such Trustee at the Trustees reasonable discretion of the Trustee, sufficient funds or sufficient security or indemnity against the costs, expenses and liabilities which might be incurred by them it in compliance with such request or direction, and provisions of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 13.15(e). (f) neither Trustee shall be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (6g) the Trustees shall not be bound rights, privileges, protections, immunities and benefits given to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretionincluding, may make such further inquiry or investigation into such facts or matters as they may see fitwithout limitation, andits right to be indemnified, if are extended to, and shall be enforceable by, the Trustees shall determine in each of its capacities hereunder, and to make such further inquiry or investigationeach agent, they shall be entitled custodian and other Person employed to examine the books, records and premises of the Company, personally or by agent or attorneyact hereunder; (7h) in an Event each Trustee may request the Corporation deliver a certificate setting forth the names of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b)individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture; (8) i) in no event shall either Trustee be responsible or liable for any failure or delay in the Trustees performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of god, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that such Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (j) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, attorneys or attorneys independent contractors and the Trustees shall Trustee will not be responsible for any misconduct or negligence on the part of any agent agent, attorney or attorney independent contractor appointed with due care by them it hereunder; and (9) , provided such appointment has been made with the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within prior written consent of the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b)Corporation.

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):Except as otherwise provided in Section 7.01: (1a) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness note or other paper or document (whether in its original, facsimile or other electronic form) believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2b) any request request, direction, order or direction demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be sufficiently evidenced to the Trustees by a Board Resolutioncopy thereof certified by any authorized officer of the Company; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate; (4c) the Trustees may consult with counsel counsel, investment bankers, accountants or other professionals of its selection, and the written advice of such counsel or any Opinion of Counsel, opinion of Counsel such investment bankers, accountants or other professionals shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by them it hereunder in good faith and in reliance thereonaccordance with such advice or Opinion of Counsel, opinion of such investment bankers, accountants or other professionals; (5d) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request request, order or direction of any of the Holders of Debt Securities of any series pursuant to the provisions of this Indenture, unless such Holders shall have offered offered, and, if requested, will provide to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might may be incurred by them in compliance with such request Incurred therein or directionthereby, as is satisfactory to the Trustees; (6e) the Trustees 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 or rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness approval or other paper or document, but unless requested in writing to do so by the Holders of a majority in aggregate principal amount of the then Outstanding Debt Securities of a series (or such lesser amount as is expressly provided in this Indenture or supplemental Indenture with respect to the Debt Securities of that series) affected by such matter; provided, however, that if the payment within a reasonable time to the Trustees of the costs, expenses or liabilities likely to be Incurred by it in the making of such investigation is not, in the opinion of the Trustees, in their discretionreasonably assured to the Trustees by the security afforded to it by the terms of this Indenture, the Trustees may make require reasonable indemnity against such further inquiry costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every such investigation into such facts or matters as they may see fit, andshall be paid by the Company or, if paid by the Trustees shall determine to make such further inquiry or investigationTrustees, they shall be entitled to examine repaid by the books, records and premises of the Company, personally or by agent or attorneyCompany upon demand; (7g) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care by them hereunder; and (9h) if any property other than cash shall at any time be subject to a Lien in favor of the Holders, the Trustees, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make advances for the purpose of preserving such property or of discharging tax Liens or other prior Liens or encumbrances thereon. (i) None of the provisions of this Indenture shall require the Trustees to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. (j) If at any time either Trustee is served with any arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process in respect of this Indenture, the Debt Securities, or any parts thereof, funds held by it (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions), it shall (i) forward a copy of such arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process to the Company and (ii) be authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if such Trustee complies with any such arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process, such Trustee shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, award, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (k) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustees be liable for special, indirect, punitive, incidental or consequential loss or damage of any action takenkind whatsoever (including but not limited to lost profits), suffered even if the Trustees have been advised of the likelihood of such loss or omitted by them in good faith damage and believed by them to be authorized or within regardless of the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b)form of action.

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Officers’ Certificate; (4) the Trustees may consult with counsel counsel, experts and advisors and the written advice of such counsel counsel, expert or advisor or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' ’ powers shall not be infringed upon so long as they act in accordance with Section 6.02(b7.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, Indenture so long as they act in accordance with this Section 6.02(b7.02(b).

Certain Rights of Trustees. Subject No provision of this Indenture shall be construed to relieve either of the Trustees from its duties, except that to the provisions of TIA Sections 315(a) through 315(d):extent permitted by Trust Indenture Legislation: (1a) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2b) any request or direction of the Company Corporation mentioned herein shall be sufficiently evidenced by a Company Corporation Request or Company Corporation Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3c) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee the Trustees (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, act and rely upon an Officer's Officers' Certificate; (4d) the Trustees may consult with counsel and the written advice of such counsel or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereon; (5e) the Trustees neither Trustee shall be under no any obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustees such Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which might be incurred by them it in compliance with such request or direction; (6f) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they it may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the CompanyCorporation, personally or by agent or attorney; (7g) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them it hereunder; (h) a Trustee shall not be deemed to have notice or knowledge of or to be aware of any matter unless written notice thereof is received by such Trustee at its Corporate Trust Office and such notice references the Securities generally, the Corporation or this Indenture. Whenever reference is made in this Indenture to an Event of Default, such reference shall, insofar as determining any liability on the part of a Trustee is concerned, be construed to refer only to an Event of Default of which such Trustee is deemed to have knowledge in accordance with this paragraph; and (9i) the Trustees neither Trustee shall not be liable for any action taken, suffered or omitted by them it in good faith and believed by them it to be authorized or within the discretion or rights or powers conferred upon them it by this Indenture. The Trustees shall not be required to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, so long as or in the exercise of any of their rights or powers if they act in accordance with this Section 6.02(b)shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to them.

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d): (1) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Officers’ Certificate; (4) the Trustees may consult with counsel and the written advice of such counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon; (5) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustees reasonable security or indemnity satisfactory to them against the costs, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder; and (9) 8) the Trustees shall not be liable for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture; (9) the Trustee shall not be deemed to have or charged with knowledge of any default or Event of Default under this Indenture or with respect to the Securities for which it is acting as Trustee unless (a) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default or (b) written notice of such default or Event of Default shall have been given to the Trustee by the Issuers or any other obligor on such Securities or by an Holder of such Securities and such notice refers to the Securities and this Indenture; (10) the rights, so long as they privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; (11) anything in accordance this Indenture to the contrary notwithstanding, in no event shall the Trustee 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 lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought; (12) the permissive rights of the Trustee enumerated herein shall not be construed as duties; (13) the Trustee may request that the Issuers, the Guarantors or the Subsidiary Guarantors deliver an Officer's Certificate setting forth the name of the individuals and/or titles of Officers authorized at such time to take specific actions pursuant to this Indenture, which 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 Officer's Certificate previously delivered and not superseded; (14) before the Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel, or both as applicable, and the Trustee shall not be liable for any action it takes, suffers or omits to take in good faith in reliance on such Officer's Certificate or Opinion of Counsel; (15) the Trustee shall have no duty to see to any recording, filing or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof; (16) neither the Trustee nor any clearing system through which the Notes are traded shall 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 of any transfer, exchange, redemption, purchase or repurchase, as applicable, of interest in any Security; (17) the Trustee is not required to give any bond or performance of its duties or the exercise of its powers under this Indenture; and (18) delivery of reports, information and documents to the Trustee under Section 6.02(b4.03 is for informational purposes only and the Trustee's receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates or Opinions of Counsel, as applicable).

Certain Rights of Trustees. Subject (a) No Trustee shall be responsible for any recitals herein or for insuring all or any portion of the Trust Estate nor shall any Trustee be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreement contained herein. Except in the case of an Indenture Default or Indenture Event of Default of which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall be deemed to have knowledge of an Indenture Default or Indenture Event of Default only upon receipt of written notice thereof from the Issuer or any holder of a Note; provided, however, that the Trustee shall be deemed to have actual knowledge of any failure to receive (i) payments under the SDDI Contract when due, if the Trustee shall have received a copy of the billing for such payment pursuant to Section 8.3(g) above, (ii) sums required to be deposited in the Payment Reserve Account and sums actually deposited, and (iii) payments of the principal of, any applicable Make-Whole Amount and/or Breakage Amount or interest on, any Note on the date any such payment is due. (b) No Trustee makes any representation, or warranty as to the validity, sufficiency or enforceability of this Indenture, the Notes, the Note Purchase Agreements or any other Project Documents, or as to the title, operation, merchantability or fitness for use or purpose, value, compliance with specifications, condition, design, quantity, durability or otherwise with respect to the Drilling Rig or any other Collateral or any substitute therefor. No Trustee shall be accountable to anyone for the use or application of any of the Notes of the proceeds thereof or for the use or application of any Collateral or the proceeds thereof which shall be released from the Lien and security interest in favor of such Trustee held in trust under the terms hereof, in accordance with the provisions of TIA Sections 315(a) through 315(d):this Indenture. (1c) the Trustees Each Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, notice request, direction, consent, order, bond, debenture, note, other evidence of indebtedness note or other paper or document believed by them it, in good faith, to be genuine and to have been signed or presented by the proper party or parties;. (2d) any request Any request, direction or direction of authorization by the Company mentioned herein Issuer shall be sufficiently evidenced by a Company Request request, direction or Company Order authorization in writing, delivered to a Trustee, and signed in the name of such party by a Responsible Officer; and any resolution of the Board of Directors may of the Issuer or any committee thereof shall be sufficiently evidenced by a Board Resolution;copy of such resolution certified by its Secretary or an Assistant Secretary to have been duly adopted and to be in full force and effect on the date of such certification, and delivered to such Trustee. (3e) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Any Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate; (4) the Trustees may consult with counsel counsel, appraisers, engineers, accountants and other skilled persons to be selected by such Trustee, and the written advice of such counsel or any opinion of Counsel thereof shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereon;. (5f) the Trustees No Trustee shall be under no any obligation to exercise take any action to protect, preserve or enforce any rights or interests in the Collateral or to take any action towards the execution or enforcement of the rights trusts hereunder or powers vested in it by this Indenture at otherwise hereunder, whether on its own motion or on the request or direction of any other Person, if it shall have notified the holders of the Holders Notes that the same, in the opinion of Securities of any series pursuant such Trustee, may involve pecuniary loss, liability or expense to this Indenturethe Trustee, unless such Holders the Issuer or one or more holders of the Notes shall have offered to the Trustees offer and furnish reasonable security or indemnity reasonably satisfactory to such Trustee against pecuniary loss, liability and expense to such Trustee. With respect to any original Purchasers of the costsNotes or any other Institutional Investor an indemnity agreement by such Purchaser, expenses in form and liabilities which might be incurred by them in compliance with substance reasonably satisfactory to such request Trustee, will satisfy such requirement without any bond, security or direction;third party indemnity. (6g) the Trustees No Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness note or other paper or document, but unless requested in writing to do so by the Trustees, Required Holders and such holders shall have tendered funds to pay expenses to be incurred in their discretion, may make performing such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;duties. (7h) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees Any Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees such Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care by them hereunder; andcare. (9i) The provisions of paragraphs (c) through (h), inclusive, of this Section 10.3, shall be subject to the Trustees shall not be liable provisions of Section 10.1. (j) No Trustee need post any bond for any action taken, suffered or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by taken under this Indenture, so long as they act in accordance with this Section 6.02(b).

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):(d) of the Trust Indenture Act: (1a) In the absence of bad faith on their part, the Trustees may rely conclusively rely, and shall will be protected in acting or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party Person. The Trustees need not investigate any fact or parties;matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustees pursuant to any provision hereof, the Trustees shall examine the document to determine whether it conforms to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustees, in their discretion, may make further inquiry or investigation into such facts or matters as they see fit. (2b) Before the Trustees act or refrain from acting, they may require an Officers’ Certificate or an opinion of Counsel conforming to Sections 1.20 and 1.21 and the Trustees will not be liable for any action they takes or omits to take in good faith in reliance on the certificate or opinion. (c) The Trustees may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care. (d) If an Event of Default occurs and is continuing, the Trustees will be under no obligation to exercise any of the rights or powers vested in them by this Indenture at the request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may holders, unless such holders have offered to the Trustees reasonable security or indemnity satisfactory to them against the loss, liability or expense that might be sufficiently evidenced incurred by a Board Resolution;them in compliance with such request or direction. (3e) whenever in the administration of this Indenture the The Trustees shall deem it desirable that a matter will not be proved or established prior to taking, suffering or omitting liable for any action hereunderthey take or omit to take in good faith that they believe to be authorized or within their rights or powers or for any action they take or omit to take in accordance with the direction of the holders in accordance with Sections 8.1 and 8.3 relating to the time, each Trustee (unless other evidence be herein specifically prescribed) mayplace and manner of conducting any proceeding for any remedy available to the Trustees, in or exercising any trust or power conferred upon the absence of bad faith on its partTrustees, rely upon an Officer's Certificate;under this Indenture. (4f) the The Trustees may consult with counsel of their selection, and the written advice of such counsel or any opinion Opinion of Counsel shall will be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon. (g) No provision of this Indenture will require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of their duties hereunder, or in the exercise of their rights or powers, unless they receive indemnity satisfactory to them against any loss, liability or expense. (h) The Trustees shall not be deemed to have notice of any Default or Event of Default unless an officer of a Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the a Trustee, and such notice references the Debentures and this Indenture. (i) The rights, privileges, protections, immunities and benefits given to the Trustees, including, without limitation, their right to be indemnified, are extended to, and shall be enforceable by, the Trustees in their capacities hereunder, and each agent, custodian and other Person employed to act hereunder; (5j) The Trustees may request that the Trustees shall be under no obligation Corporation deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series take specified actions pursuant to this Indenture, unless such Holders shall have offered which Officers’ Certificate may be signed by any person authorized to the Trustees reasonable security or indemnity against the costssign an Officers’ Certificate, expenses and liabilities which might be incurred by them in compliance with such request or direction; (6) the Trustees shall not be bound to make including any investigation into the facts or matters stated person specified as so authorized in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records certificate previously delivered and premises of the Company, personally or by agent or attorney; (7) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereundersuperseded; and (9k) the The Trustees shall not be liable for any action takenconsequential, suffered punitive, indirect or omitted by them in good faith and believed by them to be authorized or within the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b)special damages.

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):Section 6.01 – Certain Duties and Responsibilities: (1a) the Trustees a Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate or other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2b) any order, request or direction of the Company Corporation mentioned herein shall be sufficiently evidenced by a Company Corporation Request or Company Corporation Order and any resolution of the Board of Directors may shall be sufficiently evidenced by a Board Resolution; (3c) whenever in the administration of this Indenture the Trustees a Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each such Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Officers’ Certificate, including (i) as to any statements of fact, as evidence of the truth of such statements, and (ii) to the effect that any particular dealing or transaction or step or thing is, in the opinion of the Officers and/or Directors so certifying, expedient, as evidence that it is expedient; provided that such Trustee may in its sole discretion require from the Corporation or otherwise further evidence or information before acting or relying on such Officers’ Certificate; (4d) a Trustee may employ or retain such agents, counsel and other experts or assistants as it may reasonably require for the Trustees proper discharge of its duties hereunder and shall not be responsible for any misconduct or negligence on the part of any such persons who have been selected with due care by such Trustee; a Trustee may pay reasonable remuneration for all services performed for it; (e) a Trustee may, in relation to this Indenture, act on the opinion or advice of or on information obtained from any Counsel, notary, valuer, surveyor, engineer, broker, auctioneer, accountant or other expert, whether obtained by a Trustee or by the Corporation or otherwise; (f) a Trustee may consult with counsel Counsel and the written advice of such counsel Counsel or any opinion Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them it hereunder in good faith and in reliance thereon; (5g) the Trustees a Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered and furnished to such Trustee funds for the purpose of indemnity and/or security satisfactory to the Trustees reasonable security or indemnity Trustee against the costs, expenses and liabilities which might be incurred by them it in compliance with such request or direction; (6h) a Trustee may, before commencing (or at any time during the Trustees continuance of) any act, action or proceeding, require the Holders at whose instance it is acting to deposit with a Trustee the Securities held by them, for which Securities the Trustee to which such Securities are deposited shall issue receipts to such Holders; (i) a Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, or any investigation of the books and records of the Corporation (but the Trusteesa Trustee, in their its discretion, may make such further inquiry or investigation into such facts or matters as they it may see fit, and, if the Trustees such Trustee shall determine to make such further inquiry or investigation, they it shall be entitled on reasonable notice to examine the books, records and premises of the CompanyCorporation, personally or by agent or attorney), unless requested to do so by the Act of the Holders of a majority in aggregate principal amount of the Securities then Outstanding; provided, however, that such Trustee may require indemnity and/or security against the costs, expenses or liabilities likely to be incurred by it in the making of such investigation; (7j) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees a Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys attorneys, and the Trustees a Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by them it hereunder; and; (9k) the Trustees a Trustee shall not be personally liable for any action taken, suffered or omitted by them it in good faith and believed by them it to be authorized or within the discretion or rights or powers conferred upon them it by this Indenture; (l) the right of a Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, so long as they act and a Trustee shall not be answerable for other than its negligence or willful misconduct in accordance with the performance of such act; and (m) the rights, privileges, protections, immunities and benefits given to the Trustees under this Section 6.02(b)Indenture, including, without limitation, their right to be indemnified, are extended to, and shall be enforceable by, each Agent.

Certain Rights of Trustees. Subject to the provisions of TIA Sections 315(a) through 315(d):Except as otherwise provided in Section 7.01: (1a) the Trustees may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness note or other paper or document (whether in its original, facsimile or other electronic form) believed by them it to be genuine and to have been signed or presented by the proper party or parties; (2b) any request request, direction, order or direction demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be sufficiently evidenced to the Trustees by a Board Resolutioncopy thereof certified by any authorized officer of the Company; (3) whenever in the administration of this Indenture the Trustees shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate; (4c) the Trustees may consult with counsel counsel, investment bankers, accountants or other professionals of its selection, and the written advice of such counsel or any Opinion of Counsel, opinion of Counsel such investment bankers, accountants or other professionals shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by them it hereunder in good faith and in reliance thereonaccordance with such advice or Opinion of Counsel, opinion of such investment bankers, accountants or other professionals; (5d) the Trustees shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request request, order or direction of any of the Holders of Debt Securities of any series pursuant to the provisions of this Indenture, unless such Holders shall have offered offered, and, if requested, will provide to the Trustees reasonable security or indemnity against the costs, expenses and liabilities which might may be incurred by them in compliance with such request Incurred therein or directionthereby, as is satisfactory to the Trustees; (6e) the Trustees 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 or rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, the Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness approval or other paper or document, but unless requested in writing to do so by the Holders of a majority in aggregate principal amount of the then Outstanding Debt Securities of a series (or such lesser amount as is expressly provided in this Indenture or by a resolution of the Board of Directors and set forth in an Officers’ Certificate or supplemental Indenture with respect to the Debt Securities of that series) affected by such matter; provided, however, that if the payment within a reasonable time to the Trustees of the costs, expenses or liabilities likely to be Incurred by it in the making of such investigation is not, in the opinion of the Trustees, in their discretionreasonably assured to the Trustees by the security afforded to it by the terms of this Indenture, the Trustees may make require reasonable indemnity against such further inquiry costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every such investigation into such facts or matters as they may see fit, andshall be paid by the Company or, if paid by the Trustees shall determine to make such further inquiry or investigationTrustees, they shall be entitled to examine repaid by the books, records and premises of the Company, personally or by agent or attorneyCompany upon demand; (7g) in an Event of Default, the Trustees' powers shall not be infringed upon so long as they act in accordance with Section 6.02(b); (8) the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care by them hereunder; and (9h) if any property other than cash shall at any time be subject to a Lien in favor of the Holders, the Trustees, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make advances for the purpose of preserving such property or of discharging tax Liens or other prior Liens or encumbrances thereon. (i) None of the provisions of this Indenture shall require the Trustees to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. (j) If at any time either Trustee is served with any arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process in respect of this Indenture, the Debt Securities, or any parts thereof, funds held by it (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions), it shall (i) forward a copy of such arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process to the Company and (ii) be authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if such Trustee complies with any such arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process, such Trustee shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, award, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (k) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustees be liable for special, indirect, punitive, incidental or consequential loss or damage of any action takenkind whatsoever (including but not limited to lost profits), suffered even if the Trustees have been advised of the likelihood of such loss or omitted by them in good faith damage and believed by them to be authorized or within regardless of the discretion or rights or powers conferred upon them by this Indenture, so long as they act in accordance with this Section 6.02(b)form of action.