Common use of Duties of a Trustee Clause in Contracts

Duties of a Trustee. (a) The duties of the Trustee shall be determined solely by the express provisions of this Indenture subject to applicable laws and regulations, and the Trustee undertakes to perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee. (b) In the absence of gross negligence and willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates and opinions (including, without limitation, Officer’s Certificates and Opinions of Counsel) furnished by the Company to the Trustee and conforming to the requirements of this Indenture. The Trustee shall not be liable for any action it takes or omits to take in reliance of such Officer’s Certificates and Opinion of Counsel. If an Event of Default has occurred and is continuing, the Trustee will use the same degree of care and skill in its exercise of the rights and powers vested in it under the Indenture, the Bonds or the Agency Agreement, as the case may be, as a prudent person would exercise under the circumstances in the conduct of such person’s own affair. (c) The Trustee may not be relieved from liabilities for its own gross negligence or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1; the Trustee shall not be liable for any error of judgment made by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii) the Trustee shall not be liable with respect to any action it takes or omits to take in accordance with a direction received by it pursuant to Section 6.6. (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee (including, without limitation, any provision relating to the conduct or affecting the liability of or affecting protection to the Trustee) is subject to the provisions of this ARTICLE VII. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power vested in it by this Indenture or to take or omit to take any action at the request or direction of any of the Holders, unless it receives from such Holders security and/or indemnity and/or pre-funding satisfactory to it, in its sole discretion, against any costs, loss, liability or expense that might be incurred by it in compliance with such request or direction. (f) The Trustee shall be under no obligation to invest and shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by applicable law. (g) Any monies held by the Trustee and Agents are not subject to the UK Financial Conduct Authority’s Client Money Rules. (h) The Trustee shall have no responsibility for making, or verifying the accuracy of, any calculations hereunder. (i) Under no circumstance will the Trustee be liable for any special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, business goodwill or opportunity), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. This Section 7.1(i) shall survive the satisfaction and discharge of this Indenture, repayment of the Bonds or the resignation or removal of the Trustee. (j) The Trustee shall be at liberty to place this Indenture, the other Transaction Documents and all deeds and other documents relating to this Indenture and, the other Transaction Documents in any safe deposit, safe or other receptacle selected by the Trustee, in any part of the world, or with any bank or banking company, lawyer or firm of lawyers believed by it to be of good repute, in any part of the world, and the Trustee shall not be responsible for or required to insure against any loss incurred in connection with any such deposit and the Company shall pay all properly incurred sums required to be paid on account of or in respect of any such deposits. (k) The Trustee shall not (unless required by law or ordered to do so by a court of competent jurisdiction) be required to disclose to any Holder or any third party confidential information or other information made available to the Trustee by the Company in connection with this Indenture and the other Transaction Documents and Holders shall not be entitled to take any action to obtain from the Trustee any such information. (l) Nothing contained in this Indenture or the Agency Agreement shall require the Trustee to do anything which may in its opinion be illegal or contrary to any law of any jurisdiction or regulation or directive of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. (m) The Trustee shall have no duty to inquire and no duty to monitor as to the performance of the Company’s covenants under the Indenture. The Trustee shall not be obliged to supervise the financial performance of any parties to this Indenture or the Agency Agreement of their respective obligations under this Indenture or the Agency Agreement or any other documents related thereto and the Trustee shall be entitled to assume without enquiry, until it has written notice to the contrary, that all such persons are properly performing their duties thereunder. (n) The Trustee shall not be responsible for any consolidation, amalgamation, merger, reconstruction or scheme of the Company or any sale or transfer of all or substantially all of the assets of the Company or the form or substance of any plan relating thereto or the consequences thereof to any Holder. (o) The Trustee shall not be required to take any steps to monitor or ascertain if an Event of Default has occurred or may occur, nor verify if the Company’s financial statements, any Officer’s Certificate or representations are accurate and shall not be responsible to Holders or any other person for any loss arising from any failure by it to do so. The Trustee shall be entitled to assume that no such event has occurred unless a Responsible Officer of the Trustee has received written notice of the occurrence of such an event. (p) The Trustee shall not be obliged to monitor whether any event has occurred that may require any adjustment of the Conversion Price and shall assume that none has occurred until it has express notice in writing from the Company to the contrary and will not be responsible to Holders or any other person for any loss arising from any failure by it to do so or any adjustment or lack of adjustment of the Conversion Price.

Duties of a Trustee. (a) The If an Event of Default has occurred and is continuing, 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 person would exercise or use under the circumstances in the conduct of his own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture subject to applicable laws and regulationsIndenture, and the Trustee undertakes to perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee. (bii) In the absence of gross negligence and willful misconduct bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates and or opinions (including, without limitation, Officer’s Certificates and Opinions of Counsel) furnished by the Company to the Trustee and conforming to the requirements of this Indenture. The ; provided, however, that the Trustee shall examine the certificates and opinions to determine whether or not be liable for any action it takes or omits they conform to take in reliance the requirements of such Officer’s Certificates and Opinion of Counselthis Indenture. If an Event of Default has occurred and is continuing, the Trustee will use the same degree of care and skill in its exercise of the rights and powers vested in it under the Indenture, the Bonds or the Agency Agreement, as the case may be, as a prudent person would exercise under the circumstances in the conduct of such person’s own affair.053113\1008\02764\979QGT85.OTH 35 (c) The Trustee may not be relieved from liabilities for its own gross negligence negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1; ; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (iiiii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.66.5. (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee (including, without limitation, any provision relating to the conduct or affecting the liability of or affecting protection to the Trustee) is subject to the provisions of this ARTICLE VIISection 7.1. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power vested in it by this Indenture or to take or omit to take any action at the request or direction of any of the Holders, unless it receives from such Holders security and/or indemnity and/or pre-funding satisfactory to it, in its sole discretion, it against any costs, loss, liability or expense that might be incurred by it in compliance with such request or directionexpense. (f) The Trustee shall be under no obligation to invest and shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by applicable law. (g) Any monies held by the Trustee and Agents are not subject to the UK Financial Conduct Authority’s Client Money Rules. (h) The Trustee shall have no responsibility for making, or verifying the accuracy of, making any calculations hereunder. (i) Under no circumstance will , including, without limitation, the Trustee be liable for amount of interest owing on the Securities under any special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, business goodwill or opportunity), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage and regardless provisions of the form of actionRegistration Rights Agreement. This Section 7.1(i) shall survive the satisfaction and discharge of this Indenture, repayment of the Bonds or the resignation or removal of the Trustee. (j) The Trustee shall be at liberty to place this Indenture, the other Transaction Documents and all deeds and other documents relating to this Indenture and, the other Transaction Documents in any safe deposit, safe or other receptacle selected by the Trustee, in any part of the world, or with any bank or banking company, lawyer or firm of lawyers believed by it to be of good repute, in any part of the world, and the Trustee shall not be responsible for or required to insure against any loss incurred in connection with any such deposit and the Company shall pay all properly incurred sums required to be paid on account of or in respect of any such deposits. (k) The Trustee shall not (unless required by law or ordered to do so by a court of competent jurisdiction) be required to disclose to any Holder or any third party confidential information or other information made available deliver to the Trustee by the Company in connection with this Indenture and the other Transaction Documents and Holders shall not be entitled to take an Officers' Certificate specifying any action to obtain from the Trustee any such information. (l) Nothing contained in this Indenture or the Agency Agreement shall require the Trustee to do anything which may in its opinion be illegal or contrary to any law of any jurisdiction or regulation or directive of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. (m) The Trustee shall have no duty to inquire and no duty to monitor as to the performance of the Company’s covenants additional interest due under the Indenture. The Trustee shall not be obliged Registration Rights Agreement on or before the 15th day prior to supervise the financial performance of any parties to this Indenture or the Agency Agreement of their respective obligations under this Indenture or the Agency Agreement or any other documents related thereto and the Trustee shall be entitled to assume without enquiry, until it has written notice to the contrary, that all such persons are properly performing their duties thereunderan interest payment date. (n) The Trustee shall not be responsible for any consolidation, amalgamation, merger, reconstruction or scheme of the Company or any sale or transfer of all or substantially all of the assets of the Company or the form or substance of any plan relating thereto or the consequences thereof to any Holder. (o) The Trustee shall not be required to take any steps to monitor or ascertain if an Event of Default has occurred or may occur, nor verify if the Company’s financial statements, any Officer’s Certificate or representations are accurate and shall not be responsible to Holders or any other person for any loss arising from any failure by it to do so. The Trustee shall be entitled to assume that no such event has occurred unless a Responsible Officer of the Trustee has received written notice of the occurrence of such an event. (p) The Trustee shall not be obliged to monitor whether any event has occurred that may require any adjustment of the Conversion Price and shall assume that none has occurred until it has express notice in writing from the Company to the contrary and will not be responsible to Holders or any other person for any loss arising from any failure by it to do so or any adjustment or lack of adjustment of the Conversion Price.

Duties of a Trustee. (a) The If an Event of Default has occurred and is continuing, 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 person would exercise or use under the circumstances in the conduct of his own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture subject to applicable laws and regulationsIndenture, and the Trustee undertakes to perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee. (bii) In the absence of gross negligence and willful misconduct bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates and or opinions (including, without limitation, Officer’s Certificates and Opinions of Counsel) furnished by the Company to the Trustee and conforming to the requirements of this Indenture. The ; provided, however, that the Trustee shall examine the certificates and opinions to determine whether or not be liable for any action it takes or omits they conform to take in reliance the requirements of such Officer’s Certificates and Opinion of Counsel. If an Event of Default has occurred and is continuing, the Trustee will use the same degree of care and skill in its exercise of the rights and powers vested in it under the this Indenture, the Bonds or the Agency Agreement, as the case may be, as a prudent person would exercise under the circumstances in the conduct of such person’s own affair. (c) The Trustee may not be relieved from liabilities for its own gross negligence negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1; ; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (iiiii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.66.5. (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee (including, without limitation, any provision relating to the conduct or affecting the liability of or affecting protection to the Trustee) is subject to the provisions of this ARTICLE VII.Section 7.1. 46 40 (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power vested in it by this Indenture or to take or omit to take any action at the request or direction of any of the Holders, unless it receives from such Holders security and/or indemnity and/or pre-funding satisfactory to it, in its sole discretion, it against any costs, loss, liability or expense that might be incurred by it in compliance with such request or directionexpense. (f) The Trustee shall be under no obligation to invest and shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by applicable law. (g) Any monies held by the Trustee and Agents are not subject to the UK Financial Conduct Authority’s Client Money Rules. (h) The Trustee shall have no responsibility for making, or verifying the accuracy of, making any calculations hereunder. (i) Under no circumstance will , including, without limitation, the Trustee be liable for amount of interest owing on the Securities under any special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, business goodwill or opportunity), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage and regardless provisions of the form of actionRegistration Rights Agreement. This Section 7.1(i) shall survive the satisfaction and discharge of this Indenture, repayment of the Bonds or the resignation or removal of the Trustee. (j) The Trustee shall be at liberty to place this Indenture, the other Transaction Documents and all deeds and other documents relating to this Indenture and, the other Transaction Documents in any safe deposit, safe or other receptacle selected by the Trustee, in any part of the world, or with any bank or banking company, lawyer or firm of lawyers believed by it to be of good repute, in any part of the world, and the Trustee shall not be responsible for or required to insure against any loss incurred in connection with any such deposit and the Company shall pay all properly incurred sums required to be paid on account of or in respect of any such deposits. (k) The Trustee shall not (unless required by law or ordered to do so by a court of competent jurisdiction) be required to disclose to any Holder or any third party confidential information or other information made available deliver to the Trustee by the Company in connection with this Indenture and the other Transaction Documents and Holders shall not be entitled to take an Officers' Certificate specifying any action to obtain from the Trustee any such information. (l) Nothing contained in this Indenture or the Agency Agreement shall require the Trustee to do anything which may in its opinion be illegal or contrary to any law of any jurisdiction or regulation or directive of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. (m) The Trustee shall have no duty to inquire and no duty to monitor as to the performance of the Company’s covenants additional interest due under the Indenture. The Trustee shall not be obliged Registration Rights Agreement on or before the 15th day prior to supervise the financial performance of any parties to this Indenture or the Agency Agreement of their respective obligations under this Indenture or the Agency Agreement or any other documents related thereto and the Trustee shall be entitled to assume without enquiry, until it has written notice to the contrary, that all such persons are properly performing their duties thereunderan interest payment date. (n) The Trustee shall not be responsible for any consolidation, amalgamation, merger, reconstruction or scheme of the Company or any sale or transfer of all or substantially all of the assets of the Company or the form or substance of any plan relating thereto or the consequences thereof to any Holder. (o) The Trustee shall not be required to take any steps to monitor or ascertain if an Event of Default has occurred or may occur, nor verify if the Company’s financial statements, any Officer’s Certificate or representations are accurate and shall not be responsible to Holders or any other person for any loss arising from any failure by it to do so. The Trustee shall be entitled to assume that no such event has occurred unless a Responsible Officer of the Trustee has received written notice of the occurrence of such an event. (p) The Trustee shall not be obliged to monitor whether any event has occurred that may require any adjustment of the Conversion Price and shall assume that none has occurred until it has express notice in writing from the Company to the contrary and will not be responsible to Holders or any other person for any loss arising from any failure by it to do so or any adjustment or lack of adjustment of the Conversion Price.

Duties of a Trustee. (a) The duties If an Event of Default has occurred and is continuing, the Trustee shall be determined solely exercise such of the rights and powers vested in it by the express provisions of this Indenture subject to applicable laws and regulationsIndenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs. (b) Except during the continuance of an Event of Default: (1) the Trustee undertakes to perform such duties and only those such duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee.; and (b2) In in the absence of gross negligence and willful misconduct bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates and or opinions (including, without limitation, Officer’s Certificates and Opinions of Counsel) furnished by the Company to the Trustee and conforming to the requirements of this Indenture. The Trustee shall not However, in the case of any such certificates or opinions which, by any provision hereof, are required to be liable for any action it takes or omits furnished to take in reliance of such Officer’s Certificates and Opinion of Counsel. If an Event of Default has occurred and is continuingthe Trustee, the Trustee will use shall examine such certificates and opinions to determine whether or not they conform to the same degree requirements of care and skill in its exercise of the rights and powers vested in it under the this Indenture, the Bonds or the Agency Agreement, as the case may be, as a prudent person would exercise under the circumstances in the conduct of such person’s own affair. (c) The No provision of this Indenture shall be construed to relieve the Trustee may not be relieved from liabilities liability for its own gross negligence negligent action, its own negligent failure to act or its own willful misconduct, except that: (i1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1; Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (ii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.67.05. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee Trustee, other than paragraph (includingg) of this Section, without limitation, any provision relating to the conduct or affecting the liability of or affecting protection to the Trustee) is subject to the provisions paragraphs (a), (b) and (c) of this ARTICLE VIISection. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power vested in it by this Indenture or to take or omit to take any action at the request or direction of any of the Holders, unless it receives from such Holders security and/or indemnity and/or pre-funding satisfactory to it, in its sole discretion, against any costs, loss, liability or expense that might be incurred by it in compliance with such request or direction. (f) The Trustee shall be under no obligation to invest and shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. . (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by applicable law. (g) Any monies held by No provision of this Indenture shall require the Trustee and Agents are to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not subject reasonably assured to the UK Financial Conduct Authority’s Client Money Rulesit. (h) The Trustee shall have no responsibility for making, or verifying the accuracy of, any calculations hereunder. (i) Under no circumstance will the Trustee be liable for any special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, business goodwill or opportunity), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. This Section 7.1(i) shall survive the satisfaction and discharge Every provision of this Indenture, repayment of the Bonds or the resignation or removal of the Trustee. (j) The Trustee shall be at liberty to place this Indenture, the other Transaction Documents and all deeds and other documents Indenture relating to this Indenture and, the other Transaction Documents in any safe deposit, safe conduct or other receptacle selected by affecting the Trustee, in any part of the world, or with any bank or banking company, lawyer or firm of lawyers believed by it to be of good repute, in any part of the world, and the Trustee shall not be responsible for or required to insure against any loss incurred in connection with any such deposit and the Company shall pay all properly incurred sums required to be paid on account liability of or in respect of any such deposits. (k) The Trustee shall not (unless required by law or ordered affording protection to do so by a court of competent jurisdiction) be required to disclose to any Holder or any third party confidential information or other information made available to the Trustee by the Company in connection with this Indenture and the other Transaction Documents and Holders shall not be entitled to take any action to obtain from the Trustee any such information. (l) Nothing contained in this Indenture or the Agency Agreement shall require the Trustee to do anything which may in its opinion be illegal or contrary to any law of any jurisdiction or regulation or directive of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. (m) The Trustee shall have no duty to inquire and no duty to monitor as to the performance of the Company’s covenants under the Indenture. The Trustee shall not be obliged to supervise the financial performance of any parties to this Indenture or the Agency Agreement of their respective obligations under this Indenture or the Agency Agreement or any other documents related thereto and the Trustee shall be entitled to assume without enquiry, until it has written notice subject to the contrary, that all such persons are properly performing their duties thereunder. (n) The Trustee shall not be responsible for any consolidation, amalgamation, merger, reconstruction or scheme provisions of this Section and to the provisions of the Company or any sale or transfer of all or substantially all of the assets of the Company or the form or substance of any plan relating thereto or the consequences thereof to any HolderTIA. (o) The Trustee shall not be required to take any steps to monitor or ascertain if an Event of Default has occurred or may occur, nor verify if the Company’s financial statements, any Officer’s Certificate or representations are accurate and shall not be responsible to Holders or any other person for any loss arising from any failure by it to do so. The Trustee shall be entitled to assume that no such event has occurred unless a Responsible Officer of the Trustee has received written notice of the occurrence of such an event. (p) The Trustee shall not be obliged to monitor whether any event has occurred that may require any adjustment of the Conversion Price and shall assume that none has occurred until it has express notice in writing from the Company to the contrary and will not be responsible to Holders or any other person for any loss arising from any failure by it to do so or any adjustment or lack of adjustment of the Conversion Price.