Common use of Conditions Precedent to Trustee’s Obligations to Act Hereunder Clause in Contracts

Conditions Precedent to Trustee’s Obligations to Act Hereunder. (a) The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Trustee and of the Holders hereunder shall be conditional upon any one or more Holders furnishing when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (b) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (c) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders of Notes of a series at whose instance it is acting to deposit with the Trustee such Notes held by them for which Notes the Trustee shall issue receipts. (d) Unless an action is expressly directed or required herein, the Trustee shall request instructions from the Holders with respect to any actions or approvals which, by the terms of this Indenture, the Trustee is permitted to take or to grant (including any such actions or approvals that are to be taken in the Trustee’s “discretion” or “opinion”, or to its “satisfaction”, or words to similar effect), and the Trustee shall refrain from taking any such action or withholding any such approval and shall not be under any liability whatsoever as a result thereof until it shall have received such instructions by way of resolution from the Holders in accordance with this Indenture.

Conditions Precedent to Trustee’s Obligations to Act Hereunder. (a) The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof, nor shall the Trustee be required to take notice of any default hereunder, other than in payment of any moneys required by any provision hereof to be paid to it, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Indenture conclusively assume that the Corporation is not in default hereunder and that no default has been made with respect to the payment of principal, premium, if any, interest or sinking fund on the Debt Securities or in the observance or performance of any of the covenants, agreements or conditions contained herein. Any such notice or requisition shall in no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to any default or take action without any such notice or requisition. (b) The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the any rights of the Trustee and of or the Holders Debt Security holders hereunder shall be conditional upon any one or more Holders furnishing the Debt Security holders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (bc) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (cd) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders of Notes of a series Debt Security holders at whose instance it is acting to deposit with the Trustee such Notes the Debt Securities held by them them, for which Notes Debt Securities the Trustee shall issue receipts. (d) Unless an action is expressly directed or required herein, the Trustee shall request instructions from the Holders with respect to any actions or approvals which, by the terms of this Indenture, the Trustee is permitted to take or to grant (including any such actions or approvals that are to be taken in the Trustee’s “discretion” or “opinion”, or to its “satisfaction”, or words to similar effect), and the Trustee shall refrain from taking any such action or withholding any such approval and shall not be under any liability whatsoever as a result thereof until it shall have received such instructions by way of resolution from the Holders in accordance with this Indenture.

Conditions Precedent to Trustee’s Obligations to Act Hereunder. (a) The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Trustee and of the Holders Debentureholders hereunder shall be conditional upon any one or more Holders the Debentureholders furnishing when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (b) . The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Trustee be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given the Trustee to determine whether or not the Trustee shall take action with respect to any default. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (c) . The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders of Notes of a series Debentureholders at whose instance it is acting to deposit with the Trustee such Notes the Debentures held by them for which Notes Debentures the Trustee shall issue receipts. (d) Unless an action is expressly directed or required herein, the Trustee shall request instructions from the Holders with respect to any actions or approvals which, by the terms of this Indenture, the Trustee is permitted to take or to grant (including any such actions or approvals that are to be taken in the Trustee’s “discretion” or “opinion”, or to its “satisfaction”, or words to similar effect), and the Trustee shall refrain from taking any such action or withholding any such approval and shall not be under any liability whatsoever as a result thereof until it shall have received such instructions by way of resolution from the Holders in accordance with this Indenture.

Conditions Precedent to Trustee’s Obligations to Act Hereunder. (a) The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Trustee and of the Holders Debentureholders hereunder shall be conditional upon any one or more Holders the Debentureholders furnishing when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (b) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (c) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders of Notes of a series Debentureholders at whose instance it is acting to deposit with the Trustee such Notes the Debentures held by them for which Notes Debentures the Trustee shall issue receipts. (d) Unless an The Trustee shall not be bound to give any notice or to do or take any act, action is expressly directed or proceeding in virtue of the powers conferred on it hereby unless and until it shall be required hereinto do so under the terms hereof; nor, subject to any Event of Default which may be known by the Trustee, shall the Trustee be required to take notice of any Event of Default hereunder, unless and until notified in writing of such Event of Default, which notice shall specify the Event of Default desired to be brought to the attention of the Trustee, and in the absence of such notice, the Trustee may for all purposes of this Indenture conclusively assume that the Corporation is not in default hereunder and that no default has occurred with respect to the payment of principal of, premium, if any, or interest on Debentures or in the observance or performance of any of the covenants, agreements or conditions contained herein. Any such notice shall request instructions from in no way limit any discretion herein given to the Holders Trustee to determine whether or not the Trustee shall take action with respect to any actions or approvals which, by the terms Event of this Indenture, Default. (e) The Corporation shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustee hereunder. The Trustee shall be entitled to act and rely on such certificate until a revised certificate is permitted provided to take it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this Section 14.13. (f) The Trustee shall not be liable for any consequential, punitive or special damages. (g) The Trustee shall not be liable for any error of judgment made in good faith, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts. (h) The Trustee shall not be liable with respect to grant (including any such actions action taken or approvals that are omitted to be taken by it in the Trustee’s “discretion” or “opinion”, or to its “satisfaction”, or words to similar effect), and the Trustee shall refrain from taking any such action or withholding any such approval and shall not be under any liability whatsoever as a result thereof until it shall have received such instructions by way of resolution from the Holders good faith in accordance with the direction of the holders of a majority of the principal amount of the outstanding Debentures, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this IndentureIndenture with respect to the Debentures. (i) The Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of god or war).

Conditions Precedent to Trustee’s Obligations to Act Hereunder. (a) The obligation of the Trustee Trustees shall not be bound to commence give any notice or continue to do or take any act, action or proceeding for the purpose of enforcing the rights in virtue of the Trustee powers conferred on them hereby unless and of the Holders hereunder until they shall be conditional upon required so to do under the terms hereof; nor, subject to any one default or more Holders furnishing when Event of Default which may be known by a Trustee, shall the Trustees be required by to take notice of any default or Event of Default hereunder, unless and until notified in writing by of such default or Event of Default, which notice shall distinctly specify the default or Event of Default desired to be brought to the attention of a Trustee, sufficient funds to commence or continue and in the absence of such actnotice, action or proceeding the Trustees may for all purposes of this Indenture conclusively assume that the Corporation is not in default hereunder and indemnity reasonably satisfactory that no default has been made with respect to the Trustee to protect and hold harmless the Trustee against the costspayment of principal of, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (b) None of the provisions contained in this Indenture shall require the Trustee to expend premium, if any, Additional Amount, if any, or risk its own funds interest on Debentures or otherwise incur financial liability in the observance or performance of any of its duties the covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the exercise of any of its rights Trustees to determine whether or powers unless indemnified as aforesaid. (c) The Trustee may, before commencing or at any time during not the continuance of any such act, Trustees shall take action or proceeding require the Holders of Notes of a series at whose instance it is acting to deposit with the Trustee such Notes held by them for which Notes the Trustee shall issue receipts. (d) Unless an action is expressly directed or required herein, the Trustee shall request instructions from the Holders with respect to any actions default or approvals whichEvent of Default. The Corporation shall provide to the Trustees an incumbency certificate setting out the names and sample signatures of Persons authorized to give instructions to the Trustees hereunder. The Trustees shall be entitled to rely on such certificate until a revised certificate is provided to them hereunder. The Trustees shall be entitled to refuse to act upon any instructions given by a party which are signed by any Person other than a Person described in the incumbency certificate provided to them pursuant to this Section. The Trustees shall be entitled to treat a facsimile, pdf or e-mail communication or communication by other similar electronic means in a form satisfactory to the terms of this Indenture, the Trustee is permitted to take or to grant Trustees (including any such actions or approvals that are “Electronic Methods”) from a Person purporting to be taken (and whom such Trustees, acting reasonably, believes in good faith to be) the Trustee’s “discretion” authorized representative of the Corporation, as sufficient instructions and authority of the Corporation for the Trustees to act and shall have no duty to verify or “opinion”confirm that Person is so authorized. The Trustees shall have no liability for any losses, liabilities, costs or expenses incurred by them as a result of such reliance upon or compliance with such instructions or directions. The Corporation agrees: (i) to its “satisfaction”assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustees, or words to similar effect)including without limitation the risk of the Trustees acting on unauthorized instructions, and the Trustee shall refrain from taking any such action or withholding any such approval risk of interception and shall not misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustees and that there may be under any liability whatsoever as more secure methods of transmitting instructions than the method(s) selected by the Corporation; and (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a result thereof until it shall have received such instructions by way commercially reasonable degree of resolution from the Holders protection in accordance with this Indenturelight of its particular needs and circumstances.

Conditions Precedent to Trustee’s Obligations to Act Hereunder. (a) The Trustee shall not be bound to give any notice or do or take any act, action or proceeding in virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Trustee be required to take notice of any default hereunder, other than in payment of any moneys required by any provision hereof to be paid to it, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Trust Indenture conclusively assume that the Company is not in default hereunder and that no default has been made with respect to the payment of principal, premium, if any, interest or sinking fund on the Debentures or in the observance or performance of any of the covenants, agreements or conditions contained herein. Any such notice or requisition shall in no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to any default or take action without any such notice or requisition. The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the any rights of the Trustee and of or the Holders debenture holders hereunder shall be conditional upon any one or more Holders furnishing the debenture holders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (b) . None of the provisions contained in this Trust Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (c) . The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders of Notes of a series debenture holders at whose instance it is acting to deposit with the Trustee such Notes the Debentures held by them them, for which Notes Debentures the Trustee shall issue receipts. (d) Unless an action is expressly directed or required herein, the Trustee shall request instructions from the Holders with respect to any actions or approvals which, by the terms of this Indenture, the Trustee is permitted to take or to grant (including any such actions or approvals that are to be taken in the Trustee’s “discretion” or “opinion”, or to its “satisfaction”, or words to similar effect), and the Trustee shall refrain from taking any such action or withholding any such approval and shall not be under any liability whatsoever as a result thereof until it shall have received such instructions by way of resolution from the Holders in accordance with this Indenture.

Conditions Precedent to Trustee’s Obligations to Act Hereunder. (a) The Trustee shall not be bound to give any notice or do or take any act, action or proceeding in virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof, nor shall the Trustee be required to take notice of any default hereunder, other than in payment of any moneys required by any provision hereof to be paid to it, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Indenture conclusively assume that the Corporation is not in default hereunder and that no default has been made with respect to the payment of principal, premium, if any, interest or sinking fund on the Debentures or in the observance or performance of any of the covenants, agreements or conditions contained herein. Any such notice or requisition shall in no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to any default or take action without any such notice or requisition. (b) The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the any rights of the Trustee and of or the Holders Debenture holders hereunder shall be conditional upon any one or more Holders furnishing the Debenture holders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (bc) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (cd) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders of Notes of a series Debenture holders at whose instance it is acting to deposit with the Trustee such Notes the Debentures held by them them, for which Notes Debentures the Trustee shall issue receipts. (d) Unless an action is expressly directed or required herein, the Trustee shall request instructions from the Holders with respect to any actions or approvals which, by the terms of this Indenture, the Trustee is permitted to take or to grant (including any such actions or approvals that are to be taken in the Trustee’s “discretion” or “opinion”, or to its “satisfaction”, or words to similar effect), and the Trustee shall refrain from taking any such action or withholding any such approval and shall not be under any liability whatsoever as a result thereof until it shall have received such instructions by way of resolution from the Holders in accordance with this Indenture.

Conditions Precedent to Trustee’s Obligations to Act Hereunder. (a) The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Trustee and of the Holders Debentureholders hereunder shall be conditional upon any one or more Holders the Debentureholders furnishing when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (b) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (c) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders of Notes of a series Debentureholders at whose instance it is acting to deposit with the Trustee such Notes the Debentures held by them for which Notes Debentures the Trustee shall issue receipts. (d) Unless an The Trustee shall not be bound to give any notice or to do or take any act, action is expressly directed or proceeding in virtue of the powers conferred on it hereby unless and until it shall be required hereinto do so under the terms hereof; nor, subject to any Event of Default which may be known by the Trustee, shall the Trustee be required to take notice of any Event of Default hereunder, unless and until notified in writing of such Event of Default, which notice shall specify the Event of Default desired to be brought to the attention of the Trustee, and in the absence of such notice, the Trustee may for all purposes of this Indenture conclusively assume that the Corporation is not in default hereunder and that no default has occurred with respect to the payment of principal of, premium, if any, or interest on Debentures or in the observance or performance of any of the covenants, agreements or conditions contained herein. Any such notice shall request instructions from in no way limit any discretion herein given to the Holders Trustee to determine whether or not the Trustee shall take action with respect to any actions or approvals which, by the terms Event of this Indenture, Default. (e) The Corporation shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustee hereunder. The Trustee shall be entitled to act and rely on such certificate until a revised certificate is permitted provided to take it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this Section 14.12. (f) The Trustee shall not be liable for any consequential, punitive or special damages. (g) The Trustee shall not be liable for any error of judgment made in good faith, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts. (h) The Trustee shall not be liable with respect to grant (including any such actions action taken or approvals that are omitted to be taken by it in the Trustee’s “discretion” or “opinion”, or to its “satisfaction”, or words to similar effect), and the Trustee shall refrain from taking any such action or withholding any such approval and shall not be under any liability whatsoever as a result thereof until it shall have received such instructions by way of resolution from the Holders good faith in accordance with the direction of the holders of a majority of the principal amount of the outstanding Debentures (provided that, for so long as a member of the MMCap Group is then a Debentureholder, to be valid, a member of the MMCap Group that is a Debentureholder has consented to, or given, such direction in writing) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this IndentureIndenture with respect to the Debentures. (i) The Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of god or war).

Conditions Precedent to Trustee’s Obligations to Act Hereunder. (a) ‌ 14.12.1 The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Trustee and of the Holders Debentureholders hereunder shall be conditional upon any one or more Holders the Debentureholders furnishing when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (b) 14.12.2 None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid. (c) 14.12.3 The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders of Notes of a series Debentureholders at whose instance it is acting to deposit with the Trustee such Notes the Debentures held by them for which Notes Debentures the Trustee shall issue receipts. (d) Unless an action is expressly directed or 14.12.4 The Trustee shall not be required hereinto take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and , in the absence of any such notice, the Trustee shall request instructions from the Holders with respect to any actions or approvals which, by the terms may for all purposes of this IndentureIndenture conclusively assume that no default has been made in the observance or performance of any of the representations, debentures, covenants, agreements, or conditions contained herein. 14.12.5 No duty shall rest with the Trustee is permitted to take determine compliance of the transferor or to grant (including any such actions or approvals that are to be taken in the Trustee’s “discretion” or “opinion”, or to its “satisfaction”, or words to similar effect), and the transferee with applicable securities laws. The Trustee shall refrain from taking any such action or withholding any such approval be entitled to assume that all transfers are legal and shall not be under any liability whatsoever as a result thereof until it shall have received such instructions by way of resolution from the Holders in accordance with this Indentureproper.

Conditions Precedent to Trustee’s Obligations to Act Hereunder. (a) The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Trustee and of the Holders Debentureholders hereunder shall be conditional upon any one or more Holders the Debentureholders furnishing when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (b) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (c) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders of Notes of a series Debentureholders at whose instance it is acting to deposit with the Trustee such Notes the Debentures held by them for which Notes Debentures the Trustee shall issue receipts. (d) Unless an The Trustee shall not be bound to give any notice or to do or take any act, action is expressly directed or proceeding in virtue of the powers conferred on it hereby unless and until it shall be required hereinto do so under the terms hereof; nor, subject to any Event of Default which may be known by the Trustee, shall the Trustee be required to take notice of any Event of Default hereunder, unless and until notified in writing of such Event of Default, which notice shall specify the Event of Default desired to be brought to the attention of the Trustee, and in the absence of such notice, the Trustee may for all purposes of this Indenture conclusively assume that the Corporation is not in default hereunder and that no default has occurred with respect to the payment of principal of, premium, if any, or interest on Debentures or in the observance or performance of any of the covenants, agreements or conditions contained herein. Any such notice shall request instructions from in no way limit any discretion herein given to the Holders Trustee to determine whether or not the Trustee shall take action with respect to any actions or approvals which, by the terms Event of this Indenture, Default. (e) The Corporation shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustee hereunder. The Trustee shall be entitled to act and rely on such certificate until a revised certificate is permitted provided to take it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this Section 14.13. (f) The Trustee shall not be liable for any consequential, punitive or special damages. (g) The Trustee shall not be liable for any error of judgment made in good faith, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts. (h) The Trustee shall not be liable with respect to grant (including any such actions action taken or approvals that are omitted to be taken by it in the Trustee’s “discretion” or “opinion”, or to its “satisfaction”, or words to similar effect), and the Trustee shall refrain from taking any such action or withholding any such approval and shall not be under any liability whatsoever as a result thereof until it shall have received such instructions by way of resolution from the Holders good faith in accordance with the direction of the holders of a majority of the principal amount of the outstanding Debentures (provided that, for so long as a member of the QRC Group and/or WHSP Group are then Debentureholders, such Debentureholders have consented to, or given, such direction in writing), relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this IndentureIndenture with respect to the Debentures. (i) The Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of god or war).

Conditions Precedent to Trustee’s Obligations to Act Hereunder. (a) The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Trustee and of the Holders Debentureholders hereunder shall be conditional upon any one or more Holders the Debentureholders furnishing when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (b) . None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (c) . The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders of Notes of a series Debentureholders at whose instance it is acting to deposit with the Trustee such Notes the Debentures held by them for which Notes Debentures the Trustee shall issue receipts. (d) Unless an . The Trustee shall not be bound to give any notice or to do or take any act, action is expressly directed or proceeding in virtue of the powers conferred on it hereby unless and until it shall be required hereinso to do under the terms hereof; nor, subject to any Default or Event of Default which may be known by the Trustee, shall the Trustee be required to take notice of any Default or Event of Default hereunder, unless and until notified in writing of such Default or Event of Default, which notice shall distinctly specify the Default or Event of Default desired to be brought to the attention of the Trustee, and in the absence of such notice, the Trustee may for all purposes of this Indenture conclusively assume that the Corporation is not in default hereunder and that no default has been made with respect to the payment of principal of, premium, if any, Additional Amount, if any, or interest on Debentures or in the observance or performance of any of the covenants, agreements or conditions contained herein. Any such notice shall request instructions from in no way limit any discretion herein given to the Holders Trustee to determine whether or not the Trustee shall take action with respect to any actions Default or approvals which, by the terms Event of this Indenture, Default; The Corporation shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of Persons authorized to give instructions to the Trustee hereunder. The Trustee shall be entitled to rely on such certificate until a revised certificate is permitted provided to take it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any Person other than a Person described in the incumbency certificate provided to it pursuant to this Section. The Trustee shall be entitled to treat a facsimile, pdf or e-mail communication or communication by other similar electronic means in a form satisfactory to grant the Trustee (including any such actions or approvals that are “Electronic Methods”) from a Person purporting to be taken (and whom such Trustee, acting reasonably, believes in good faith to be) the authorized representative of the Corporation, as sufficient instructions and authority of the Corporation for the Trustee to act and shall have no duty to verify or confirm that Person is so authorized. The Trustee shall have no liability for any losses, liabilities, costs or expenses incurred by it as a result of such reliance upon or compliance with such instructions or directions. The Corporation agrees: (i) to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee’s “discretion” or “opinion”, or to its “satisfaction”, or words to similar effect)including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee shall refrain from taking any such action or withholding any such approval and that there may be more secure methods of transmitting instructions than the method(s) selected by the Corporation; and (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. The Trustee shall not be under liable for any liability whatsoever as a result thereof until it shall have received such instructions by way of resolution from the Holders in accordance with this Indentureconsequential, punitive or special damages.