Common use of Duties and Responsibilities of Trustee Clause in Contracts

Duties and Responsibilities of Trustee. With respect to the holders of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures any series of Debt Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Debt Securities of that series and after the curing or waiving of all Events of Default which may have occurred, with respect to the DebenturesDebt Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Debt Securities of a series has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Securities of that series and after the curing or waiving of all Events of Default which may have occurred, with respect to the DebenturesSecurities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Securities of a series has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to The Trustee hereby accepts the holders of Debentures issued hereundertrusts in this Indenture declared and provided, upon the terms and conditions herein above set forth. The Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving waiver of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived)) and a Responsible Officer of the Trustee is aware of such Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their its exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his its own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to -------------------------------------- the holders of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures issued hereunder, the The Trustee, prior to the occurrence of except during an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the DebenturesDefault, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security reasonably satisfactory to it against loss, liability or expense. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders any series of Debentures Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Securities of that series and after the curing or waiving of all Events of Default which may have occurred, occurred with respect to the DebenturesSecurities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trusteewith respect to such series. In case an Event of Default with respect to the Debentures Securities of a series has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this IndentureIndenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the ---------------------------------------- holders of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the --------------------------------------- holders of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures Debt Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Debt Securities and after the curing or waiving of all Events of Default which may have occurred, with respect to the DebenturesDebt Securities, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Debt Securities has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person's own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures Debt Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Debt Securities and after the curing or waiving of all Events of Default which may have occurred, with respect to the DebenturesDebt Securities, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Debt Securities has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of any series of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to Debentures of that series (which, other than in the Debentures case of Sections 5.01(a) and 5.01(b) hereof, is known to the Trustee) and after the curing or waiving of all such Events of Default which may have occurred, occurred with respect to the DebenturesDebentures of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect (which, other than in the case of Sections 5.01(a) and 5.01(b) hereof, is known to the Debentures Trustee) has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, exercise as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the -------------------------------------- holders of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures issued hereunderThe Trustee shall comply with, and be subject to, the Trustee, prior to provisions of Section 315 of the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such Trust Indenture Act. The duties and only such duties as are specifically set forth in this Indenture, and no implied covenants responsibilities of the Trustee shall be read into this as provided in the Trust Indenture against the TrusteeAct and as herein set forth. In case an Event of Default with respect to or Default (of which, except for a default in the Debentures payment of any principal or interest on the Notes under clauses (a) and (b) of Section 5.03, a Responsible Officer of the Trustee has actual knowledge) has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, exercise as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Securities of that series and after the curing or waiving of all Events of Default which may have occurred, with respect to the DebenturesSecurities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Securities of a series has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Securities of such series and after the curing or waiving of all Events of Default which may have occurred, occurred with respect to the Debenturessuch series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case If an Event of Default with respect to the Debentures Securities of a series has occurred (which that has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this IndentureIndenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders Holders of Debentures the Notes issued hereunder, the Trustee, prior to the occurrence of an Event of Default or an Enforcement Event with respect to the Debentures Notes known to the Trustee and after the curing or waiving of all Events of Default or Enforcement Events which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default or an Enforcement Event with respect to the Debentures Notes known to the Trustee has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to ---------------------------------------- the holders of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect ------------------------------------------- to the holders of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of a Default with respect to the Debentures and after the curing or waiving of all Events of Default Defaults which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of a Default with respect to the Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect -------------------------------------- to the holders of Debentures any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Securities of such series and after the curing or waiving of all Events of Default which may have occurred, occurred with respect to the Debenturessuch series, undertakes to perform such duties and only such duties as are specifically set forth in this Third Amended and Restated Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Securities of a series has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this IndentureThird Amended and Restated Indenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Third Amended and Restated Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful wilful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures Securityholders issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Debt Securities and after the curing or waiving of all Events of Default which may have occurred, with respect to the DebenturesDebt Securities, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Debt Securities has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Securities of such series and after the curing or waiving of all Events of Default which may have occurred, occurred with respect to the Debenturessuch series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Securities of a series has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this IndentureIndenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Securities of that series and after the curing or waiving of all Events of Default which may have occurred, with respect to the DebenturesSecurities of that series, undertakes to perform such duties and only such duties as are specifically specifi- cally set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Securities of a series has occurred (which has not been cured or waived), waived as provided herein) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures any series of Debt Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Debt Securities of that series and after the curing or waiving of all Events of Default which may have occurred, with 31 39 respect to the DebenturesDebt Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Debt Securities of a series has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Securities of such series and after the curing or waiving of all Events of Default which may have occurred, occurred with respect to the Debenturessuch series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Securities of a series has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this IndentureIndenture with respect to such series, and use the same degree of care and skill in their exercise, exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct (provided, however, that under no circumstances shall Trustee be liable for indirect or consequential damages), except that:

Duties and Responsibilities of Trustee. During Default; Prior to ---------------------------------------------------------------- Default. ------- With respect to the holders Holders of Debentures Notes issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Notes and after the curing or waiving of all Events of Default which may have occurred, occurred with respect to the DebenturesNotes, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Notes has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures Debt Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Debt Securities and after the curing or waiving of all Events of Default which may have occurred, with respect to the DebenturesDebt Securities, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Debt Securities has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures securities of that series and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debenturessecurities of that series, undertakes to perform such duties and only such duties as are specifically specifi- cally set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Securities of a series has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures issued hereunderThe Trustee shall comply with, and be subject to, the Trustee, prior to provisions of Section 315 of the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such Trust Indenture Act. The duties and only such duties as are specifically set forth in this Indenture, and no implied covenants responsibilities of the Trustee shall be read into this as provided in the Trust Indenture against the TrusteeAct and as herein set forth. In case an Event of Default with respect to (of which, except for a default in the Debentures payment of any principal or interest on the Notes under clauses (a) and (b) of Section 5.01, a Responsible Officer of the Trustee has actual knowledge) has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, exercise as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures securities of that series and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debenturessecurities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Securities of a series has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person's own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures Debt Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Debt Securities and after the curing or waiving of all Events of Default which may have occurred, with respect to the DebenturesDebt Securities, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Debt Securities has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person's own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures issued hereunder, the The Trustee, prior to -------------------------------------- the occurrence of an Event of Default with respect to the Debentures and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures issued any series of Securities issues hereunder, the Trustee, prior to the occurrence of an any Event of Default with respect to the Debentures Securities of such series and after the curing or waiving of all Events of Default which may have occurred, occurred with respect to the Debenturessuch series, undertakes to perform such duties and only such duties as are specifically set forth in this Subordinated Debt Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Securities of a series has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this IndentureSubordinated Debt Indenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Subordinated Debt Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the holders of Debentures Debt Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures Debt Securities and after the curing or waiving of all Events of Default which may have occurred, with respect to the DebenturesDebt Securities, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Debentures Debt Securities has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person's own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconductmisconduct or bad faith, except that: