Common use of Co-Trustees Clause in Contracts

Co-Trustees. (a) It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions of this Section 8.14 are adopted to these ends. (b) In the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) Should any instrument in writing from the Company and/or the Guarantor, as applicable, be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicable, to execute any such instrument in the name and stead of the Company and/or the Guarantor, as applicable. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights and powers. conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or performed by such separate trustee or co-trustee; and (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (e) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trustee.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Collateral may at the time be located, the Issuer and the Trustee shall have power to appoint one or restricting more Persons to act as co-trustee, jointly with the Trustee, of all or any part of the Collateral, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Issuer shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, Issuer. The Issuer agrees to pay as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableAdministrative Expenses, to execute the extent funds are available therefor under the Priority of Payments, for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trustee.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (a) It is subject to the purpose satisfaction of the S&P Rating Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Indenture that there Section 6.12. The Issuer shall be no violation of any law of any jurisdiction denying or restricting join with the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each trustee. The Issuer shall notify the Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (a) It is subject to the purpose satisfaction of the S&P Rating Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Indenture that there Section 6.12. The Issuer shall be no violation of any law of any jurisdiction denying or restricting join with the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each trustee. The Issuer shall notify the Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as trustee Trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Defaulton default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or take any other action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an additional individual or institution as a separate or co-trustee. The following provisions of this Section 8.14 are adopted shall govern the appointment of separate or co-trustees. The Trustee may, in its discretion, appoint one or more additional individuals or institutions as separate or co-trustees by written instrument. The Trustee may from time to these ends. (b) In time, in writing, prescribe the event that the Trustee appoints an additional individual powers, duties and rights of each separate or institution as a co-trustee and may remove any such separate or co-trustee, each . Each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall shall, to the extent provided by the Trustee, be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such the separate or co-trustee to exercise such the powers, rights and remediesduties so provided by the Trustee, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) the Trustee or such separate or co-trustee. Should any deed, conveyance or other instrument in writing from the Company and/or the Guarantor, as applicable, Authority be required by the separate trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powersowners, trusts, duties and obligations, any and all such deeds, conveyances and other instruments in writing shall, shall on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicable, to execute any such instrument in the name and stead of the Company and/or the Guarantor, as applicableAuthority. In case any separate trustee or co-trustee trustee, or a successor to either either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights and powers. conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or performed by such separate trustee or co-trustee; and (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (e) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trustee.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (a) It is subject to the purpose satisfaction of the S&P Rating Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Indenture that there Section 6.12. The Issuer shall be no violation of any law of any jurisdiction denying or restricting join with the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute any such instrument in the name and stead extent funds are available therefor under clause (A) of the Company and/or the GuarantorPriority of Interest Proceeds, as applicablefor any reasonable fees and expenses in connection with such appointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each trustee. The Issuer shall notify the Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (a) It is subject to the purpose satisfaction of the S&P Rating Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Indenture that there Section 6.12. The Issuer shall be no violation of any law of any jurisdiction denying or restricting join with the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co‑trustee so appointed, more fully confirming to such co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estatetrustee such property, title, interest and lien expressed right or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) Should any instrument in writing from the Company and/or the Guarantor, as applicable, be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each trustee. The Issuer shall notify the Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (a) It is subject to the purpose satisfaction of the S&P Rating Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Indenture that there Section 6.12. The Issuer shall be no violation of any law of any jurisdiction denying or restricting join with the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the co-trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each trustee. The Issuer shall notify the Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Issuer and the Trustee shall have power to appoint one or restricting more Persons to act as co-trustee (with notice to the Rating Agency), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Issuer shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trustee.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Issuer and the Trustee shall have power to appoint one or restricting more Persons to act as co-trustee (subject to satisfaction of the Global Rating Agency Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Issuer shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to trustee. The Issuer shall notify each Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or restricting more Persons to act as co-trustee, jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Co-Issuers shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Co-Issuers do not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Co-Issuers be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorneyCo-inIssuers. The Co-fact for the Company and/or the Guarantor, as applicableIssuers agree to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A) for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Co-Issuers. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trusteestrustee. Subject to Section 14.3(c), the Issuer shall notify the Rating Agency (so long as effectively as if given to each it is rating a Class of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions Secured NotesDebt) of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or restricting more Persons meeting the eligibility requirements set forth in Section 6.8 to act as co-trustee (subject to the written approval of S&P and written notice thereof to Xxxxx'x), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Co-Issuers shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Co-Issuers do not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Co-Issuers be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, Co-Issuers. The Co-Issuers agree to pay as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableAdministrative Expenses, to execute the extent funds are available therefor under the Priority of Payments, for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Co-Issuers. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to trustee. The Issuer shall notify each Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Issuer and the Trustee shall have power to appoint one or restricting more Persons doing business under the laws of the United States of America or of any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least U.S.$200,000,000, subject to supervision or examination by federal or state authority, to act as co-trustee, jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Issuer shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer do not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or Issuer. The Issuer agrees to pay (but only from and to the Guarantor, as applicable; provided, that if an Event extent of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableAssets), to execute the extent funds are available therefor under the Priority of Payments, any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trustee.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or restricting more Persons to act as co-trustee (subject to, only if the requirements set forth in Section 6.8 relating to trustee eligibility are not satisfied, satisfaction of the S&P Rating Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Co-Issuers shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Co-Issuers do not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Co-Issuers be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorneyCo-inIssuers. The Co-fact for the Company and/or the Guarantor, as applicableIssuers agree to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Co-Issuers. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trusteestrustee. Subject to Section 14.3(c), as effectively as if given to each the Issuer shall notify the Rating Agency then rating a Class of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions Secured Notes of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. At any time or times, the Issuer and the Collateral Trustee shall have power to appoint one or more Persons to act as co-trustee (a) It is subject to the purpose satisfaction of the S&P Rating Condition), jointly with the Collateral Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Indenture that there Section 6.12. The Issuer shall be no violation of any law of any jurisdiction denying or restricting join with the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or Collateral Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions of this Section 8.14 are adopted to these ends. (b) In If the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest Issuer does not join in such separate or co-trustee but only appointment within 15 days after the receipt by them of a request to do so, the extent necessary Collateral Trustee shall have the power to enable make such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Collateral Trustee hereunder, shall be exercised solely by the Collateral Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Collateral Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Collateral Trustee or by the Collateral Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Collateral Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Collateral Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Collateral Trustee hereunder.; (e) Any notice, request the Collateral Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Collateral Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each trustee. The Issuer shall notify the Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (a) It is subject to the purpose satisfaction of the S&P Rating Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Indenture that there Section 6.12. The Issuer shall be no violation of any law of any jurisdiction denying or restricting join with the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within fifteen (15) days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the co-trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each trustee. The Issuer shall notify the Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or restricting more Persons to act as co-trustee, jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Co-Issuers shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Co-Issuers do not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Co-Issuers be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or Co-Issuers. The Co-Issuers agree to pay, to the Guarantorextent funds are available therefor under Sections 11.1(a)(i)(A), as applicable; provided, that if an Event of Default shall have occurred (iv)(A) and be continuing, if the Company and/or the Guarantor(vii)(A), as applicable, does not execute for any reasonable fees and expenses in connection with such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicable, to execute any such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Co-Issuers. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trusteestrustee. Subject to Section 14.3(c), the Issuer shall notify the Rating Agency (so long as effectively as if given to each it is rating a Class of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions Rated Notes) of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co- trustee (a) It is subject to the purpose satisfaction of this Indenture that there shall be no violation the S&P Rating Condition), jointly with the Trustee, of all or any law part of any jurisdiction denying or restricting the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenturedo, and in particular in case of the enforcement thereof in an Event of Default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted subject to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions of this Section 8.14 are adopted to these ends. (b) In the event that 6.12. The Issuer shall join with the Trustee appoints an additional individual in the execution, delivery and performance of all instruments and agreements necessary or institution as proper to appoint a separate or co-co- trustee. If the Issuer does not join in such appointment within 15 days after the receipt by them of a request to do so, each and every remedythe Trustee shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co- trustee so appointed, power, right, claim, demand, cause of action, immunity, estatemore fully confirming to such co- trustee such property, title, interest and lien expressed right or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) Should any instrument in writing from the Company and/or the Guarantor, as applicable, be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-co- trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co- trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the co- trustee and such separate co- trustee jointly as shall be provided in the instrument appointing such co- trustee; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or co-trustee; remove any co- trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co- trustee without the concurrence of the Issuer. A successor to any co- trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co- trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co- trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each co- trustee. The Issuer shall notify the Rating Agency of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco- trustee hereunder.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or restricting more Persons to act as co-collateral trustee that satisfies the eligibility requirement of Section 6.8 (subject to notice to the Rating Agency), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenturedo, and in particular in case of the enforcement thereof in an Event of Default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted subject to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions of this Section 8.14 are adopted 6.12 and to these ends. (b) In perform such other acts as may be determined by the event that Co-Issuers and the Trustee. The Co-Issuers shall join with the Trustee appoints an additional individual in the execution, delivery and performance of all instruments and agreements necessary or institution as proper to appoint a separate or co-collateral trustee. If the Co-Issuers do not join in such appointment within fifteen (15) days after the receipt by the Co-Issuers of a request to do so, each and every remedythe Trustee shall have the power to make such appointment. In no event shall any co-collateral trustee be deemed to be an agent or representative of the Trustee. Should any written instrument from the Co-Issuers be required by any co-collateral trustee so appointed, power, right, claim, demand, cause of action, immunity, estatemore fully confirming to such co-collateral trustee such property, title, interest and lien expressed right or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) Should any instrument in writing from the Company and/or the Guarantor, as applicable, be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or Co-Issuers. The Co-Issuers agree to pay (but only from and to the Guarantor, as applicable; provided, that if an Event extent of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableAssets), to execute the extent funds are available therefor under the Priority of Distributions, any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or Every co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-collateral trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate trustee or co-collateral trustee jointly as shall be provided in the instrument appointing such co-collateral trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of or remove any co-collateral trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-collateral trustee without the concurrence of the Co-Issuers. A successor to any co-collateral trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-collateral trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-collateral trustee or for the appointment of a co-collateral trustee (in accordance with this Section 6.12); and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to collateral trustee. The Issuer shall notify each Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-collateral trustee hereunder.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (a) It is subject to the purpose written notice to the Rating Agencies), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Indenture that there Section 6.12. The Issuer shall be no violation of any law of any jurisdiction denying or restricting join with the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to trustee. The Issuer shall notify each Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or restricting more Persons to act as co-trustee, jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Co-Issuers shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Co-Issuers do not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Co-Issuers be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorneyCo-inIssuers. The Co-fact for the Company and/or the Guarantor, as applicableIssuers agree to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Co-Issuers. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trusteestrustee. Subject to Section 14.3(c), as effectively as if given to the Issuer shall notify each Rating Agency then rating a Class of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions Rated Notes of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or restricting more Persons to act as co-trustee, jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Co-Issuers shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Co-Issuers do not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Co-Issuers be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorneyCo-inIssuers. The Co-fact for the Company and/or the Guarantor, as applicableIssuers agree to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A) for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Co-Issuers. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trusteestrustee. Subject to Section 14.3(c), the Issuer shall notify the Rating Agency (so long as effectively as if given to each it is rating a Class of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions Secured Notes) of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (a) It is subject to the purpose satisfaction of the S&P Rating Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Indenture that there Section 6.12. The Issuer shall be no violation of any law of any jurisdiction denying or restricting join with the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co‑trustee so appointed, more fully confirming to such co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estatetrustee such property, title, interest and lien expressed right or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) Should any instrument in writing from the Company and/or the Guarantor, as applicable, be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute any such instrument in the name and stead extent funds are available therefor under clause (A) of the Company and/or the GuarantorPriority of Interest Proceeds, as applicablefor any reasonable fees and expenses in connection with such appointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each trustee. The Issuer shall notify the Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co- trustee (a) It is subject to the purpose satisfaction of this Indenture that there shall be no violation the S&P Rating Condition), jointly with the Trustee, of all or any law part of any jurisdiction denying or restricting the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenturedo, and in particular in case of the enforcement thereof in an Event of Default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted subject to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions of this Section 8.14 are adopted to these ends. (b) In the event that 6.12. The Issuer shall join with the Trustee appoints an additional individual in the execution, delivery and performance of all instruments and agreements necessary or institution as proper to appoint a separate or co-co- trustee. If the Issuer does not join in such appointment within 15 days after the receipt by them of a request to do so, each and every remedythe Trustee shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co‑ trustee so appointed, power, right, claim, demand, cause of action, immunity, estatemore fully confirming to such co- trustee such property, title, interest and lien expressed right or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) Should any instrument in writing from the Company and/or the Guarantor, as applicable, be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-co- trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co- trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the co- trustee and such separate co- trustee jointly as shall be provided in the instrument appointing such co- trustee; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or co-trustee; remove any co- trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co- trustee without the concurrence of the Issuer. A successor to any co- trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co- trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co- trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each co- trustee. The Issuer shall notify the Rating Agency of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco- trustee hereunder.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (a) It is subject to the purpose satisfaction of the Global Rating Agency Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Indenture that there Section 6.12. The Issuer shall be no violation of any law of any jurisdiction denying or restricting join with the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within fifteen (15) days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the co-trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each trustee. The Issuer shall notify the Rating Agencies of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is the purpose of this Indenture Loan and Trust Agreement that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as trustee Trustee in such jurisdiction. It is recognized that in case of litigation under this IndentureLoan and Trust Agreement, and in particular in case of the enforcement thereof in an Event of Defaulton default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or take any other action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an additional individual or institution as a separate or co-trustee. The following provisions of this Section 8.14 are adopted shall govern the appointment of separate or co-trustees. The Trustee may, in its discretion, appoint one or more additional individuals or institutions as separate or co-trustees by written instrument. The Trustee may from time to these ends. (b) In time, in writing, prescribe the event that the Trustee appoints an additional individual powers, duties and rights of each separate or institution as a co-trustee and may remove any such separate or co-trustee, each . Each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture Loan and Trust Agreement to be exercised by or vested in or conveyed to the Trustee with respect thereto shall shall, to the extent provided by the Trustee, be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such the separate or co-trustee to exercise such the powers, rights and remediesduties so provided by the Trustee, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) the Trustee or such separate or co-trustee. Should any deed, conveyance or other instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and other instruments in writing shall, shall on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicable, to execute any such instrument in the name and stead of the Company and/or the Guarantor, as applicableIssuer. In case any separate trustee or co-trustee trustee, or a successor to either either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights and powers. conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or performed by such separate trustee or co-trustee; and (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (e) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trustee.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Issuer and the Trustee shall have power to appoint one or restricting more Persons to act as co-trustee (subject to satisfaction of the Global Rating Agency Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Issuer shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to trustee. The Issuer shall notify each Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (a) It is subject to the purpose satisfaction of the S&P Rating Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Indenture that there Section 6.12. The Issuer shall be no violation of any law of any jurisdiction denying or restricting join with the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within fifteen (15) days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the co-trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each trustee. The Issuer shall notify the Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is the purpose intention of the Trustee, that this Indenture that there shall be no not cause a violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case In furtherance of the enforcement thereof in an Event of Defaultforegoing, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an additional individual or institution that meets the requirements of Section 8.10 hereof as a separate or co-trusteetrustee to act in jurisdictions other than the United States and the United Kingdom. The following provisions of this Section 8.14 are adopted to these ends. (b) In the event that Upon such appointment, the Trustee appoints an additional individual or institution as a separate or co-trustee, will notify the Holders thereof and each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest interest, lien, duty and lien obligation expressed or intended by this Indenture to be exercised by or by, vested in or in, conveyed to or imposed on the Trustee with respect thereto (including the right to reasonable compensation and reimbursement of expenses for its services under this Section) shall be exercisable by and by, vest in and be imposed on such separate or co-trustee but but, in the case of any such remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest or lien, only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and only to the extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and remedies and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) . Should any instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or Issuer at the Guarantorexpense of the Issuer; provided that, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, Issuer does not execute any such instrument within 15 fifteen (15) days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicable, Issuer to execute any such instrument in the Issuer's name and stead of the Company and/or the Guarantor, as applicablestead. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights and powers. conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or performed by such separate trustee or co-trustee; and (ii) no No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (e) ; provided that such co-trustee was appointed with due care. The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and sent to the Holders. Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by lawlaw or this Indenture, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trustee.

Co-Trustees. (a) It is the purpose intention of the Trustee, that this Indenture that there shall be no not cause a violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case In furtherance of the enforcement thereof in an Event of Defaultforegoing, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an additional individual or institution that meets the requirements of Section 8.10 hereof as a separate or co-trusteetrustee to act in jurisdictions other than the United States and the United Kingdom. The following provisions of this Section 8.14 are adopted to these ends. (b) In the event that Upon such appointment, the Trustee appoints an additional individual or institution as a separate or co-trustee, will notify the Holders thereof and each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest interest, lien, duty and lien obligation expressed or intended by this Indenture to be exercised by or by, vested in or in, conveyed to or imposed on the Trustee with respect thereto shall be exercisable by and by, vest in and be imposed on such separate or co-trustee but but, in the case of any such remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest or lien, only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and only to the extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and remedies and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) . Should any instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or Issuer at the Guarantor, as applicableexpense of the Issuer; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, Issuer does not execute any such instrument within 15 fifteen (15) days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicable, Issuer to execute any such instrument in the Issuer's name and stead of the Company and/or the Guarantor, as applicablestead. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights and powers. conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or performed by such separate trustee or co-trustee; and (ii) no No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (e) ; provided that such co-trustee was appointed with due care. The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Article 8. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and sent to the Holders. Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by lawlaw or this Indenture, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trustee.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or restricting more Persons to act as co-trustee, jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Co-Issuers shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Co-Issuers do not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Co-Issuers be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorneyCo- Issuers. The Co-in-fact for the Company and/or the Guarantor, as applicableIssuers agree to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co- trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Co-Issuers. A successor to any co- trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trusteestrustee. Subject to Section 14.3(c), as effectively as if given to the Issuer shall notify each Rating Agency then rating a Class of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions Rated Notes of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is the purpose intention of the Trustee, that this Indenture that there shall be no not cause a violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case In furtherance of the enforcement thereof in an Event of Defaultforegoing, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an additional individual or institution that meets the requirements of Section 7.10 hereof as a separate or co-trusteetrustee to act in jurisdictions other than the United States and the United Kingdom. The following provisions of this Section 8.14 are adopted to these ends. (b) In the event that Upon such appointment, the Trustee appoints an additional individual or institution as a separate or co-trustee, will notify the Holders thereof and each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest interest, lien , duty and lien obligation expressed or intended by this Indenture to be exercised by or by, vested in or in, conveyed to or imposed on the Trustee with respect thereto shall be exercisable by and by, vest in and be imposed on such separate or co-trustee but but, in the case of any such remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest or lien, only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and only to the extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and remedies and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) . Should any instrument in writing from the Company and/or the Guarantor, as applicable, be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or at the Guarantor, as applicableexpense of the Company; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 fifteen (15) days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicable, to execute any such instrument in the Company's name and stead of the Company and/or the Guarantor, as applicablestead. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights and powers. conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or performed by such separate trustee or co-trustee; and (ii) no No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (e) ; provided that such co-trustee was appointed with due care. The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Article VII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and sent to the Holders. Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by lawlaw or this Indenture, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trustee.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or restricting more Persons doing business under the laws of the United States of America or of any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least U.S.$200,000,000, subject to supervision or examination by federal or state authority, to act as co-trustee (subject to the written approval of S&P and, if such co-trustee does not have a long-term debt rating of at least "Baa1" by Moody's, subject to satisfaction of the Mxxxx'x Rating Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Co-Issuers shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Co-Issuers do not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Co-Issuers be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or Co-Issuers. The Co-Issuers agree to pay (but only from and to the Guarantor, as applicable; provided, that if an Event extent of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableAssets), to execute the extent funds are available therefor under Section 11.1(a)(i)(A), any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Co-Issuers. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to trustee. The Issuer shall notify each Rating Agency then rating a Class of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions Secured Debt of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case which any part of the enforcement thereof in an Event Collateral may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or more Persons to act as co-trustee, jointly with the Trustee of Defaultall or any part of the Collateral, or with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 and to make such claims and enforce such rights of action on behalf of the Holders of the Notes subject to the other provisions of this Section 6.13. The Co-Issuers shall join with the Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Co-Issuers do not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Co-Issuers be required by the separate or any co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or Co-Issuers. The Co-Issuers agree to pay (subject to the Guarantor, as applicable; provided, that if an Event Priority of Default shall have occurred Payments) for any reasonable fees and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any expenses in connection with such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicable, to execute any such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Xxxx and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly, as shall be provided in the instrument appointing such co-trustee; , except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by a co-trustee; (iic) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.13, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Co-Issuers. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.13; (d) no co-trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other co-trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; (f) any Act of Noteholders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing trustee; and (g) any separate trustee or co-trustee shall refer appointed pursuant to this Section 6.13 shall: (i) be a bank; (ii) have at all times an aggregate capital, surplus and undivided profits of at least $200,000,000 (provided, that if such trustee publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, for purposes of such requirement, the aggregate capital, surplus and undivided profits of such trustee shall be deemed to be its aggregate capital, surplus and undivided profits as set forth in its most recent report of condition so published); (iii) not be affiliated (as such term is defined in Rule 405 under the Securities Act) with the Issuer or with any person involved with the organization or operation of the Issuer; (iv) not offer or provide credit or credit enhancement to the Issuer; and (v) enter into an Indenture (or agree to be bound by the terms of this Indenture) that provides that the trustee shall not resign until either (A) the Pledged Securities have been completely liquidated and the conditions proceeds of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, such liquidation have been distributed to the extent not prohibited by law, to do any lawful act under holders of the Notes or in respect (B) a successor trustee meeting the requirements of this such Indenture on its behalf has been designated and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteehas accepted such trusteeship.

Co-Trustees. (a) It is the purpose of this Indenture hereof that there shall be no violation of any law of any jurisdiction (including particularly the laws of the State) denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, hereunder and in particular in case of the enforcement thereof in of this Trust Agreement upon the occurrence of an Event of Default, or in the case it may be necessary that the Trustee deems that and the State enter into a Supplemental Trust Agreement to appoint an additional individual or institution as a separate Trustee or Co-Trustee. The following provisions of this Section are adopted to these ends. Upon the incapacity or lack of authority of the Trustee, by reason of any present or future law of any jurisdiction it may not jurisdiction, to exercise any of the powersrights, rights or remedies powers and trusts herein granted to the Trustee or to hold a security interest in the Trust Estate or to take any other action which may be necessary or desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions of this Section 8.14 are adopted to these ends. (b) In the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest vested in such a separate Trustee or coCo-trustee Trustee appointed by the Trustee, but only to the extent necessary to enable such the separate Trustee or coCo-trustee Trustee to exercise such powersrights, rights powers and remediestrusts, and every covenant agreement and obligation necessary to the exercise thereof by such separate Trustee or coCo-trustee Trustee shall run to and be enforceable by either of them. (c) . Should any deed, conveyance or instrument in writing from the Company and/or the Guarantor, as applicable, State be required by the separate Trustee or coCo-trustee Trustee so appointed by the Trustee for in order to more fully and certainly vesting vest in and confirming confirm to him or it such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicable, to execute any such instrument in the name and stead of the Company and/or the Guarantor, as applicableState. In case any separate Trustee or coCo-trustee Trustee, or a successor to either either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate Trustee or coCo-trusteeTrustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee Trustee or successor to such separate Trustee or coCo-trusteeTrustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights and powers. conferred or imposed upon the Trustee shall be conferred or imposed upon and may be exercised or performed by such separate trustee or co-trustee; and (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (e) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trustee.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or restricting more Persons to act as co-trustee, jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Co-Issuers shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Co-Issuers do not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Co-Issuers be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or Co-Issuers. The Co-Issuers agree to pay (but only from and to the Guarantor, as applicable; provided, that if an Event extent of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableAssets), to execute the extent funds are available therefor under the Priority of Payments, any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Co-Issuers. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trustee.

Co-Trustees. At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (a) It is subject to the purpose satisfaction of the Global Rating Agency Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Indenture that there Section 6.12. The Issuer shall be no violation of any law of any jurisdiction denying or restricting join with the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, and in particular in case of the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or shall have the power to make such appointment. Should any written instrument from the Issuer be required by any co‑trustee so appointed, more fully confirming to such co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estatetrustee such property, title, interest and lien expressed right or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) Should any instrument in writing from the Company and/or the Guarantor, as applicable, be required by the separate or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to trustee. The Issuer shall notify each Rating Agency of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.

Co-Trustees. (a) It is At any time or times, for the purpose of this Indenture that there shall be no violation of any law meeting the legal requirements of any jurisdiction denying in which any part of the Assets may at the time be located, the Issuer and the Trustee shall have power to appoint one or restricting more Persons to act as co-trustee (subject to satisfaction of the Xxxxx’x Rating Condition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of banking corporations or associations to transact business as trustee in such jurisdictionthis Section 6.12. It is recognized that in case of litigation under this Indenture, and in particular in case of The Issuer shall join with the enforcement thereof in an Event of Default, or Trustee in the case the Trustee deems that by reason execution, delivery and performance of any present all instruments and agreements necessary or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted proper to the Trustee or take any action which may be desirable or necessary in connection therewith, or to avoid having to submit to the courts or other governmental entities in appoint a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Trustee appoint an individual or institution as a separate or co-trustee. The following provisions If the Issuer does not join in such appointment within 15 days after the receipt by them of this Section 8.14 are adopted a request to these ends. (b) In the event that do so, the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture shall have the power to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in make such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. (c) appointment. Should any written instrument in writing from the Company and/or the Guarantor, as applicable, Issuer be required by the separate or any co-trustee so appointed by the Trustee for appointed, more fully and certainly vesting in and confirming to him such co-trustee such property, title, right or it such properties, rights, powers, trusts, duties and obligationspower, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Company and/or the Guarantor, as applicable, does not execute any such instrument within 15 days after request therefor, the Trustee shall be empowered as an attorney-in-fact for the Company and/or the Guarantor, as applicableIssuer. The Issuer agrees to pay, to execute the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such instrument in the name and stead of the Company and/or the Guarantor, as applicableappointment. In case any separate or co-trustee or a successor to either shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, but to such extent only, be appointed and act subject to the following provisions terms: (a) the Notes shall be authenticated and conditions: delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ib) all rights the rights, powers, duties and powers. obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and may be exercised or performed by the Trustee or by the Trustee and such separate co-trustee or jointly as shall be provided in the instrument appointing such co-trustee; ; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (iid) no co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee the Trustee hereunder.; (e) Any notice, request the Trustee shall not be liable by reason of any act or other writing given omission of a co-trustee; and (f) any Act of the Holders delivered to the Trustee shall be deemed to have been given delivered to each of the then separate trustees and co-trustees, as effectively as if given to each trustee. The Issuer shall notify Xxxxx’x of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 8.14. (f) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties. rights. remedies and trusts shall vest in and be exercised by the Trustee. to the extent permitted by law, without the appointment of a new or successors trusteeco-trustee hereunder.