Common use of Duties of the Trustee Clause in Contracts

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (Aa) If an Event of Default has occurred occurs and is continuingcontinuing with respect to the Debentures of any series, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Junior Indenture with respect to that series and use the same degree of care and skill in its exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of Default: Default with respect to the Debentures of any series, (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, ; and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this paragraph will Section 7.01(c) does not limit the effect of Section 10.01(B)7.01(b) hereof; (ii2) the Trustee will 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 negligent in ascertaining the pertinent facts; and (iii3) the Trustee will 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 7.066.05 hereof. (Dd) Each Every provision of this Junior Indenture that in any way relates to the Trustee is subject to paragraphs (ASection 7.01(a), (Bb), (c) and (Ce) of this and Section 10.01, regardless of whether such provision so expressly provides7.02 hereof. (Ee) No provision of this Indenture will require the The Trustee may refuse to expend perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any liabilityfinancial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees). (Ff) The Money held by the Trustee will in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money received held 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 lawit hereunder.

Duties of the Trustee. (Aa) If an Event of Default has occurred and is continuingcontinuing with respect to a Trust Fund, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Agreement and use the same degree of care and skill in its exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Bb) Except during the continuance of an Event of Default: (i) the duties of , the Trustee will be determined solely by the express provisions of this Indenture, undertakes to perform such duties and the Trustee need perform only those such duties that as are specifically set forth in this Indenture Agreement and no others, shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations will shall be read into this Indenture Agreement against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (Cc) The Trustee and its directors, officers, employees and agents may not be relieved protected from liabilities for its negligenceliability which would otherwise be imposed by reason of willful misfeasance, bad faith or willful misconductgross negligence in the performance of their respective duties or by reason of reckless disregard of obligations and duties under this Agreement, except that: (i) this paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii) the Trustee will shall not be liable for any error of judgment made action taken, or not taken, by the Trustee in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent pursuant to this Agreement or for errors in ascertaining the pertinent factsjudgment; and (iii) the Trustee will shall not be liable with respect to any action it takes or omits required to take in good faith in accordance with a direction received by it pursuant notice or be deemed to Section 7.06have notice or knowledge of any default or Event of Default, unless the Trustee obtains actual knowledge or written notice of such default or Event of Default. In the absence of such actual knowledge or notice, the Trustee may conclusively assume that there is no default or Event of Default. (Dd) Each Every provision of this Indenture that in any way relates Agreement shall be subject to the Trustee is subject to paragraphs (A), (B) and (C) provisions of this Section 10.01, regardless of whether such provision so expressly providesand Section 8.02. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (Fe) The Trustee will shall not be liable for indebtedness evidenced by or arising under this Agreement, including principal of or interest on the Certificates, or interest on any money received by it, it except as the Trustee may agree in writing with the Company. writing. (f) Money held in trust by the Trustee need not be segregated from other funds, funds except to the extent required by lawlaw or the terms of this Agreement. (g) No provision of this Agreement shall require the Trustee to expend, advance 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 reasonably assured to it. (h) The Trustee, or the Administrator on its behalf, may, but shall not be obligated to, undertake any legal action that it deems necessary or desirable in the interest of Holders. The Trustee, or the Administrator on its behalf, may be reimbursed for the legal expenses and costs of such action from the assets of the related Trust Fund.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Ba) Except during the continuance of an Event of Default:, (i1) the Trustee undertakes to perform such duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith faith, gross negligence or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including the accuracy of any mathematical calculations. (Cb) The If an Event of Default has occurred and is continuing of which written notice of such Event of Default shall have been given to a Responsible Officer by the Issuer, any other obligor of the Notes or by Holders of at least 30% of the aggregate principal amount of the Notes, the Trustee may not 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 such Person’s own affairs. (c) No provision of this Indenture shall be relieved construed to relieve the Trustee from liabilities liability for its negligenceown grossly negligent action, bad faith its own grossly negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will (c) shall not be construed to limit the effect of paragraph (a) of this Section 10.01(B)6.01; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; and; (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 7.06.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 Indenture; and (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E4) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (Fd) The Trustee will Whether or not be liable for interest on any money received by ittherein expressly so provided, except as every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not shall be segregated from other funds, except subject to the extent required by lawprovisions of this Section 6.01.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Ba) Except during the continuance of an Event of Default:, (i1) the Trustee undertakes to perform such duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith gross negligence or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including the accuracy of any mathematical calculations. (Cb) The If an Event of Default has occurred and is continuing of which written notice of such Event of Default shall have been given to a Responsible Officer by the Issuer, any other obligor of the Notes or by Holders of at least 30% of the aggregate principal amount of the Notes, the Trustee may not 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 such Person’s own affairs. (c) No provision of this Indenture shall be relieved construed to relieve the Trustee from liabilities liability for its negligenceown grossly negligent action, bad faith its own grossly negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will (c) shall not be construed to limit the effect of paragraph (a) of this Section 10.01(B)6.01; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; and; (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 7.06.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 Indenture; and (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E4) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (Fd) The Trustee will Whether or not be liable for interest on any money received by ittherein expressly so provided, except as every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not shall be segregated from other funds, except subject to the extent required by lawprovisions of this Section 6.01.

Duties of the Trustee. (Aa) If an Event of Default has occurred occurs and is continuingcontinuing with respect to the Debentures of any series, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture with respect to that series and use the same degree of care and skill in its exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (Bb) Except during the continuance of an Event of Default: Default with respect to the Debentures of any series, (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Indenture and no others, or the TIA and no implied covenants or obligations will shall be read into this the Indenture against the Trustee; and and (ii) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph will Section 7.01(c) does not limit the effect of Section 10.01(B)7.01(b) hereof; (ii) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.066.05 hereof. (Dd) Each Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (ASection 7.01(a), (Bb), (c) and (Ce) of this and Section 10.01, regardless of whether such provision so expressly provides7.02 hereof. (Ee) No provision of this Indenture will require the The Trustee may refuse to expend perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any liabilityfinancial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees). (Ff) The Money held by the Trustee will in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise provided in Section 3.05 and Section 8.01 hereof, the Trustee shall not be liable for interest on any money received held 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 lawit hereunder.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Trustee has written notice or actual knowledge, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that 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, and if requested, provided, to the Trustee indemnity or security satisfactory to Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction. (B) Except during the continuance of an Event of Default: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee will 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 7.06; and (iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to the provisions of this Section 10.01. (H) The Trustee will not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (except in its capacity as Paying Agent pursuant to the terms of this Indenture) or any records maintained by any co-Note Registrar with respect to the Notes. (I) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event. (J) Under no circumstances will the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.

Duties of the Trustee. (A) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge shall have occurred (which has occurred not been cured) and is continuingsubject to the provisions of Section 9.13, the Trustee will shall exercise such of the rights and powers vested in it by this IndentureAgreement, and use the same degree of care and skill in its their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; except that: (Ba) Except during prior to the continuance occurrence of an Event of Default: (i) , and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee will shall be determined solely by the express provisions of this IndentureAgreement, and the Trustee need perform only those shall not be liable except for the performance of such duties that and obligations as are specifically set forth in this Indenture and no othersAgreement, and no implied covenants or obligations will shall be read into this Indenture Agreement against the Trustee; Trustee and (ii) , in the absence of bad faith or willful misconduct on its partthe part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates any certificates, filings or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B)Agreement; (iib) the Trustee will shall not be personally liable for any an error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.;

Duties of the Trustee. (Aa) If an Event of Default has occurred occurs and is continuingcontinuing with respect to the Debentures of any series, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Junior Indenture with respect to that series and use the same degree of care and skill in its exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of Default: Default with respect to the Debentures of any series, (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, ; and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this paragraph will Section 7.01(c) does not limit the effect of Section 10.01(B7.01(b); (ii2) the Trustee will 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 negligent in ascertaining the pertinent facts; and (iii3) the Trustee will 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 7.066.05. (Dd) Each Every provision of this Junior Indenture that in any way relates to the Trustee is subject to paragraphs (ASection 7.01(a), (Bb), (c) and (Ce) of this and Section 10.01, regardless of whether such provision so expressly provides7.02. (Ee) No provision of this Indenture will require the The Trustee may refuse to expend perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any liabilityfinancial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees). (Ff) The Money held by the Trustee will in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money received held 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 lawit hereunder.

Duties of the Trustee. (Aa) If an Event of Default known to a Trust Officer of the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i1) the duties of the Trustee will shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements form required by this Indenture (but need not confirm or investigate the accuracy of this Indenturemathematical calculations or other facts stated therein). (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this paragraph will does not limit the effect of paragraph (b) of this Section 10.01(B)7.01; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee will 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 7.066.05. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that is in any way relates related to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly provides7.01. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, unless the Trustee shall have received adequate security or indemnity in its opinion against potential costs and liabilities incurred by it relating thereto. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but shall have no affirmative duty to verify the contents thereof. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith gross negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will 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 (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.0110.01 and Section 10.02, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable. (H) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent. (I) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith negligence or 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 Officer’s Certificates any certificates or Opinions of Counsel opinions that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee will 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 7.06; and (iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (Aa) If an Event of Default known to the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i1) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, others and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii2) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee will 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 7.066.05. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that is in any way relates related to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly provides7.01. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to it. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. (Aa) If an Event of Default actually known to a Trust Officer of the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i1) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, others and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions required to be delivered to it pursuant to the terms of this Indenture to determine whether or not they conform to the requirements of form required by this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii2) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee will 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 7.066.05. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E4) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to it. (Fd) Whether or not therein expressly so provided, every provision of this Indenture that is in any way related to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. (e) The Trustee will shall not be liable for interest on any money received by it, it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds, funds except to the extent required by law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same, then, without limiting the generality of Section 11.02(F), the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However; provided, however, that the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B11.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (FE) The Trustee will 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 law. (F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes. (G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this Section 11.01, regardless of whether such provision so expressly provides.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to the provisions of this Section 10.01. (H) The permissive rights of the Trustee enumerated herein will not be construed as duties. (I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise. (J) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable. (K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent. (L) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes.

Duties of the Trustee. (Aa) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (Bb) Except during the continuance of an Event of Default: , (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, ; and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (Cc) The No provision in this Indenture shall relieve the Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this paragraph will (c) does not limit the effect of paragraphs (a) and (b) of this Section 10.01(B)7.01; (ii2) the Trustee will 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 negligent in ascertaining the pertinent facts; and; (iii3) the Trustee will 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 7.066.05 hereof; and (4) the Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense. (Dd) Each Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (Aa), (Bb), (c) and (Ce) of this Section 10.01, regardless of whether such provision so expressly provides7.01 and to Section 7.02. (Ee) No provision of this Indenture will require Money held by the Trustee in trust hereunder need not be segregated from other funds except to expend or risk its own funds or incur any liability. (F) the extent required by law. The Trustee will shall not be liable for interest on any money received held 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 lawit hereunder.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Ba) Except during the continuance of an Event of Default:, (i1) the Trustee undertakes to perform such duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith faith, gross negligence or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, any mathematical calculations or other facts stated therein. (Cb) The If an Event of Default has occurred and is continuing of which a Responsible Officer has actual knowledge or of which written notice of such Event of Default shall have been given to a Responsible Officer by the Issuer, any other obligor of the Notes or by Holders of at least 25% of the aggregate principal amount of the Notes, the Trustee may not 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 such Person’s own affairs. (c) No provision of this Indenture shall be relieved construed to relieve the Trustee from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will (c) shall not be construed to limit the effect of Section 10.01(B)paragraph (a) of this Section; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer or Agent, unless it is shall be proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 7.06the 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 Indenture. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that in any way relates relating to the conduct or affecting the liability of or affording protection to the Trustee is shall be subject to paragraphs (A), (B) and (C) the provisions of this Section 10.01, regardless of whether such provision so expressly providesSection. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the The Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof. (C) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Trustee has actual or written knowledge, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that 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, and if requested, provided, to the Trustee indemnity or security satisfactory to Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction. (B) Except during the continuance of an Event of Default: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but shall have no affirmative duty to verify the contents thereof. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith gross negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B11.01(B); (ii) the Trustee will 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; (iii) the Trustee will 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 7.06; and (iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.0111.01 and Section 11.02, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to the provisions of this Section 11.01. (H) The Trustee will not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (except in its capacity as Paying Agent pursuant to the terms of this Indenture) or any records maintained by any co-note registrar with respect to the Notes. (I) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event. (J) Under no circumstances will the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.

Duties of the Trustee. (Aa) If an Event of Default has occurred occurs and is continuingcontinuing with respect to the Debentures of any series, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture with respect to that series and use the same degree of care and skill in its exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (Bb) Except during the continuance of an Event of Default: Default with respect to the Debentures of any series, (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Indenture or the TIA and no others, ; and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph will Section 7.01(c) does not limit the effect of Section 10.01(B)7.01(b) hereof; (ii) the Trustee will 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 negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.066.05 hereof. (Dd) Each Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (ASection 7.01(a), (Bb), (c) and (Ce) of this and Section 10.01, regardless of whether such provision so expressly provides7.02 hereof. (Ee) No provision of this Indenture will require the The Trustee may refuse to expend perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any liabilityfinancial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees). (Ff) The Money held by the Trustee will in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise provided in Section 3.05 and Section 8.01 hereof, the Trustee shall not be liable for interest on any money received held 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 lawit hereunder.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Trustee has actual knowledge, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that 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, and if requested, provided, to the Trustee indemnity or security satisfactory to Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction. (B) Except during the continuance of an Event of Default: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but shall have no affirmative duty to confirm or verify the accuracy of mathematical calculations or other facts stated therein. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith gross negligence or willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that: (i) this paragraph will not limit the effect of Section 10.01(B11.01(B); (ii) the Trustee will 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 (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.0111.01 and Section 11.02, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) Unless a Responsible Officer of the Trustee has received notice from the Company that the Company is required to pay Additional Interest or has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates any certificates or Opinions of Counsel opinions that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee will 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 7.06; and (iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same, then, without limiting the generality of Section 10.02(F), the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However; provided, however, that the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (FE) The Trustee will 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 law. (F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes. (G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this Section 10.01, regardless of whether such provision so expressly provides.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.067.06 or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same, then, without limiting the generality of Section 10.02(F), the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However; provided, however, that the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable. (H) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent. (I) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes and will not be liable in its individual capacity for the obligations evidenced by the Notes. (J) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to this Section 10.01.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this the Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that 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, and if requested, provided, to the Trustee indemnity or security satisfactory to Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction. (B) Except during the continuance of an Event of Default: (i) the duties of the Trustee will be determined solely by the express provisions of this the Indenture, and the Trustee need perform only those duties that are specifically set forth in this the Indenture and no others, and no implied covenants or obligations will be read into this the Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this the Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenturethe Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this the Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this the Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section. (G) The Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (except in its capacity as Paying Agent pursuant to the terms of this Indenture) or any records maintained by any co-Note Registrar with respect to the Notes. (H) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event. (I) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. (J) The Trustee will 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 law.

Duties of the Trustee. (Aa) If an Event of Default known to the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) The Mexican Trustee shall (i) confirm that the proceeds from the offering and sale of the Notes are used to fund the purchase of the capped called transactions described in the Offering Memorandum and for general corporate purposes, (ii) cause the registration of a certified copy of the public instrument containing the notarization of a Spanish version of this Indenture with the Public Registry of Commerce and obtain the registration thereof in the event that the Issuer fails to comply with its obligation to register such public instrument as set forth in Section 4.02(e)(i), and (iii) exercise all rights and comply with all obligations set forth in the LGTOC, including those set forth in Article 217 (Sections I, V, VII and VIII) of the LGTOC. (c) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, others and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements form required by this Indenture (but need not confirm or investigate the accuracy of this Indenturemathematical calculations or other facts purported to be stated therein). (Cd) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i) this This paragraph will does not limit the effect of paragraph (c) of this Section 10.01(B)7.01; (ii) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible OfficerTrust Officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the The Trustee will 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 7.066.05. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (Ff) Whether or not therein expressly so provided, every provision of this Indenture that is in any way related to the Trustee is subject to paragraphs (c), (d), and (e) of this Section 7.01. (g) The Trustee will shall not be liable for interest on any money received by it, it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds, funds or assets except to the extent required by law. (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.

Duties of the Trustee. (Aa) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (Bb) Except during the continuance of an Event of Default: (i) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, others and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii) in In the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i) this This paragraph will does not limit the effect of paragraph (b) of this Section 10.01(B)7.01; (ii) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible OfficerTrust officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the The Trustee will 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 7.066.05 of this Indenture. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that is in any way relates to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly provides7.01. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any liabilityof 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 is not reasonably assured to it. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law. (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01 and to the provisions of the TIA.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same, then, without limiting the generality of Section 10.02(F), the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith gross negligence or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes. (H) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to this Section 10.01.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Trustee has written notice or actual knowledge, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that 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, and if requested, provided, to the Trustee indemnity or security satisfactory to Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction. (B) Except during the continuance of an Event of Default: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However; provided, however, that the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to this Section 10.01. (H) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event.

Duties of the Trustee. (Aa) Except during the continuance of an Event of Default; (1) the Trustee 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; and (2) in the absence of bad faith, gross negligence or willful misconduct on its part (as determined by a final non-appealable order of a court of competent jurisdiction), the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including the accuracy of any mathematical calculations. (b) If an Event of Default has occurred and is continuingcontinuing of which written notice of such Event of Default shall have been given to a Responsible Officer of the Trustee, by the Issuer, any other obligor of the Notes or by Holders of at least 25% of the aggregate principal amount of the Notes, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. (Bc) Except during the continuance No provision of an Event of Default: (i) the duties of this Indenture shall be construed to relieve the Trustee will be determined solely by the express provisions of this Indenturefrom liability for its own negligent action, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no othersits own negligent failure to act, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or its own willful misconduct on its part, the Trustee may conclusively rely(in each case, as to the truth determined by a final non-appealable order of the statements and the correctness a court of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconductcompetent jurisdiction), except that: (i1) this paragraph will clause (c) shall not be construed to limit the effect of clause (a) of this Section 10.01(B)6.01; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and; (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 7.06.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 Indenture; and (D4) Each no provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (Fd) The Trustee will Whether or not be liable for interest on any money received by ittherein expressly so provided, except as every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not shall be segregated from other funds, except subject to the extent required by lawprovisions of this Section 6.01.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but shall have no affirmative duty to verify the contents thereof. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith gross negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B11.01(B); (ii) the Trustee will 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 (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.0111.01 and Section 11.02, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Ba) Except during the continuance of a Default or an Event of Default:, (i1) the Trustee undertakes to perform such duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof. (Cb) The In case a Default or an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee may not has actual knowledge or of which written notice of such Default or Event of Default shall have been given to the Trustee by the Issuers, any other obligor of the Notes or by any Holder, 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 such Xxxxxx’s own affairs. (c) No provision of this Indenture shall be relieved construed to relieve the Trustee from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will (c) shall not be construed to limit the effect of Section 10.01(B)paragraph (a) of this Section; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 7.06.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 Indenture; and (D4) Each no provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. (Fd) The Trustee will Whether or not be liable for interest on any money received by ittherein expressly so provided, except as every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not shall be segregated from other funds, except subject to the extent required by lawprovisions of this Section.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Trustee has written notice or actual knowledge, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that 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, and if requested, provided, to the Trustee indemnity or security satisfactory to Trustee against any loss, claim, liability, cost, damage or expense that might be incurred by it in compliance with such request or direction. (B) Except during the continuance of an Event of Default: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith gross negligence or willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will 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; (iii) the Trustee will 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 7.06; and (iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.0110.01 and Section 10.02, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to the provisions of this Section 10.01 and Section 10.02. (H) The Trustee will not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (except in its capacity as Paying Agent pursuant to the terms of this Indenture) or any records maintained by any co-Note Registrar with respect to the Notes. (I) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event. (J) Under no circumstances will the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith negligence or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liabilityliability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. (F) The Trustee will 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 law.

Duties of the Trustee. (Aa) If an Event of Default known to a Trust Officer of the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i1) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii2) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee will 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 7.066.05. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that is in any way relates related to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly provides7.01. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to it. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. (Aa) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Bb) Except during the continuance of an Event of Default: (i) the duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith gross negligence or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (Cc) The Trustee may not be relieved from liabilities for its negligenceown grossly negligent action, bad faith its own grossly negligent failure to act, or its own willful misconduct, except that: (i) this paragraph will Section 7.01(c) does not limit the effect of Section 10.01(B7.01(b); (ii) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.066.05. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides7.01 and Section 7.02. (Ee) No provision Neither the Trustee nor the Second Lien Collateral Agent shall be under any obligation to exercise any of its rights or powers under this Indenture will require or the Security Documents, as applicable, at the request or direction of any of the Holders unless the Holders have offered, and, if requested, provided to the Trustee or the Second Lien Collateral Agent, as the case may be, indemnity or security satisfactory to expend the Trustee or risk its own funds the Second Lien Collateral Agent, as the case may be, against any loss, liability or incur any liabilityexpense. (Ff) The Trustee will shall not be liable for interest on any money received received, or for any loss which may result from any investment or sale of investment, by it, 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, funds except to the extent required by law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Ba) Except during the continuance of a Default or an Event of Default:, (i1) the Trustee undertakes to perform such duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof. (Cb) The In case a Default or an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee may not has actual knowledge or of which written notice of such Default or Event of Default shall have been given to the Trustee by the Company, any other obligor of the Notes or by any Holder, 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 such Xxxxxx’s own affairs. (c) No provision of this Indenture shall be relieved construed to relieve the Trustee from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will (c) shall not be construed to limit the effect of Section 10.01(B)paragraph (a) of this Section; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 7.06.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 Indenture; and (D4) Each no provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. (Fd) The Trustee will Whether or not be liable for interest on any money received by ittherein expressly so provided, except as every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not shall be segregated from other funds, except subject to the extent required by lawprovisions of this Section.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; (ii) the Trustee shall not be liable, answerable or accountable under any circumstances, except for its own gross negligence, or willful misconduct, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review; and (iiiii) in the absence of bad faith gross negligence or 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 Officer’s Certificates any certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy or mathematical calculation or facts stated therein). (C) The Trustee may not be relieved from liabilities for its gross negligence, bad faith or willful misconduct, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will 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, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review; and (iii) the Trustee will 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 from the Company pursuant to Section 7.06the terms of the Indenture or any Notes Document, from the Required Holders or from such other percentage of Holders expressly contemplated by this Indenture. (D) Each provision of this Indenture and the Notes Documents that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01Article X, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liabilityliability nor shall the Trustee be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (F) The Trustee will 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 law. (G) The Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Required Holders 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 Indenture.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates any certificates or Opinions of Counsel opinions that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture but the Trustee need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and materially conform to the requirements of this Indenture. However, and the Trustee will examine the certificates and opinions be under no duty to determine whether make an investigation or not they conform inquiry into any statements contained or matters referred to the requirements of this Indenturein such instrument. (C) The Trustee may not be relieved from liabilities for its negligence, own negligence or its own bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will not be liable for interest or earnings 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 law. (G) The Trustee will have no duty or obligation to monitor the Company’s compliance with the terms of this Indenture or to ascertain or inquire as to the observance or performance of any covenants, conditions or agreements of the Company except as set forth in this Indenture.

Duties of the Trustee. (Aa) If an Event of Default known to the Trustee has occurred and is continuingcontinuing with respect to Securities of any series, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i1) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, others and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii2) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee will 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 7.066.05. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that is in any way relates related to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly provides7.01. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to it. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. (Aa) If an Event of Default known to a Trust Officer of the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i1) the duties of the Trustee will shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this paragraph will does not limit the effect of paragraph (b) of this Section 10.01(B)7.01; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee will 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 7.066.05. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that is in any way relates related to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly provides7.01. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to it. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, in the case of any such Officer’s Certificates or Opinions of Counsel that, by any provision under this Indenture, are specifically required to be furnished to the Trustee, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (Aa) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of Default: (i1) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii2) in In the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii2) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee will 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 7.066.05. (Dd) Each Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly providesSection. (Ee) No provision of this Indenture will require the The Trustee may refuse to expend perform any duty or risk its own funds exercise any right or incur power unless it receives indemnity satisfactory to it against any liabilityloss, liability or expense. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on its part, the The Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (Aa) If an Event of Default known to a Trust Officer of the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i1) the duties of the Trustee will shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements form required by this Indenture (but need not confirm or investigate the accuracy of this Indenturemathematical calculations or other facts stated therein). (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this paragraph will does not limit the effect of paragraph (b) of this Section 10.01(B)7.01; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee will 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 7.066.05. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that is in any way relates related to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly provides7.01. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to it. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. (Aa) If an Event of Default has occurred and is continuingcontinuing with respect to the Convertible Debentures, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault with respect to the Convertible Debentures: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming on their face to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligence, bad faith own negligent failure to act or its own willful misconduct, except that: (i) this paragraph will (c) does not limit the effect of paragraph (b) of this Section 10.01(B)6.1; (ii) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.065.8. (Dd) Each Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (Aa), (Bb), (c) and (Ce) of this Section 10.01, regardless of whether such provision so expressly provides6.1. (Ee) No provision of this Indenture will require the The Trustee may refuse to expend perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any liabilityfinancial liability unless it receives indemnity satisfactory to it against any loss, liability or expense. (Ff) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee will not shall be liable under no liability for interest on any money received by it, it hereunder except as the Trustee may agree otherwise agreed 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 law.

Duties of the Trustee. (Aa) If an Amortization Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Amortization Event of which a Trust Officer has not received notice; provided, further, however, that the preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee's negligence or willful misconduct. (Bb) Except during the occurrence and continuance of an Event of DefaultAmortization Event: (i) the duties of the The Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need undertakes to perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii) in In the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i) this paragraph will This clause does not limit the effect of clause (b) of this Section 10.01(B);10.1. (ii) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii) the The Trustee will 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 7.069.4. (Div) Each The Trustee shall not be charged with knowledge of any default by the Servicer or the Lessee in the performance of its obligations under any Related Document, unless a Trust Officer of the Trustee (a) receives written notice of such failure from National or any Holders of Notes evidencing not less than 10% of the aggregate principal amount of the Notes of any Series adversely affected thereby or (b) otherwise has actual knowledge thereof. (d) Notwithstanding anything to the contrary contained in this Indenture or any of the Related Documents, no provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityliability if there is reasonable ground (as determined by the Trustee in its sole discretion) for believing that the repayment of such funds is not reasonably assured to it by the security afforded to it by the terms of this Indenture. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. (Fe) The In the event that the Paying Agent or the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Indenture, the Trustee will not shall be liable for interest on any money obligated as soon as practicable upon actual knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required. (f) Subject to Section 10.3, all moneys received by it, except as the Trustee may agree in writing with the Company. Money shall, until used or applied as herein provided, be held in trust by for the Trustee purposes for which they were received, but need not be segregated from other funds, funds except to the extent required by law or the Related Documents. The Trustee may allow and credit to NFLP interest agreed upon by NFLP and the Trustee from time to time as may be permitted by law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith gross negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (Aa) If an Event of Default has occurred ---------------------- occurs and is continuingcontinuing with respect to the Debentures, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (Bb) Except during the continuance of an Event of Default: Default with respect to the Debentures, (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture or the TIA and no others, ; and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown gross negligent action, bad faith its own gross negligent failure to act or its own willful misconduct, except that: (i) this paragraph will Section 7.01(c) does not limit the effect of Section 10.01(B)7.01(b) hereof; (ii) the Trustee will 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 negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.066.05 hereof. (Dd) Each Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (ASection 7.01(a), (Bb), (c) and (Ce) of this and Section 10.01, regardless of whether such provision so expressly provides7.02 hereof. (Ee) No provision of this Indenture will require the The Trustee may refuse to expend perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any liabilityfinancial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees). (Ff) The Money held by the Trustee will in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise provided in Section 3.05 and Section 8.01 hereof, the Trustee shall not be liable for interest on any money received held 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 lawit hereunder.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Ba) Except during the continuance of an Event of Default:, (i1) the The duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need undertakes to perform such duties and only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this Indenture, but not to verify the contents thereof. (Cb) The In case an Event of Default has occurred and is continuing, the Trustee may not 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 or her own affairs. (c) No provision of this Indenture shall be relieved construed to relieve the Trustee from liabilities liability for its negligenceown grossly negligent action, bad faith its own grossly negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will (c) shall not be construed to limit the effect of Section 10.01(B)paragraph (a) of this Section; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and; (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.06.the terms of this Indenture; and (D4) Each no provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. (Fd) The Trustee will Whether or not be liable for interest on any money received by ittherein expressly so provided, except as every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not shall be segregated from other funds, except subject to the extent required by lawprovisions of this Section.

Duties of the Trustee. (Aa) If an Event of Default known to a Trust Officer of the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i1) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii2) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee will 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 7.066.05. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that is in any way relates related to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly provides7.01. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to it. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Ba) Except during the continuance of an Event of Default:, (i1) the Trustee undertakes to perform such duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof. (Cb) The Subject to the protections of Article Six and Article Fifteen hereof (including, but not limited to, the provision of indemnity or security as set forth in Section 603(5)), if an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee may not or the Collateral Agent, as applicable, has actual knowledge or of which written notice of such Event of Default or failure to make such payment shall have been given to the Trustee and the Collateral Agent, as applicable, by the Company, any other obligor of the Notes or by any Holder, the Trustee or the Collateral Agent, as applicable, shall exercise such of the rights and powers vested in it by this Indenture, and the Trustee shall 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. (c) No provision of this Indenture shall be relieved construed to relieve the Trustee from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will (c) shall not be construed to limit the effect of Section 10.01(B)paragraph (a) of this Section; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a the direction received by it pursuant to Section 7.06.of the requisite Holders or Secured Parties as set forth in this Indenture or the applicable Security Document; (D4) Each the Trustee will be under no obligation to exercise any of its rights and powers under this Indenture or the Security Documents unless the Trustee has been offered security or indemnity reasonably satisfactory to it against any loss, liability or exposure; and (5) no provision of this Indenture that in any way relates or the Security Documents shall be deemed to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur any liabilityliability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (Fd) The Trustee will Whether or not be liable for interest on any money received by ittherein expressly so provided, except as every provision of this Indenture and the Security Documents relating to the conduct or affecting the liability of or affording protection to the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not shall be segregated from other funds, except subject to the extent required by lawprovisions of this Section 6.01 and Section 6.03.

Duties of the Trustee. (Aa) If an Event of Default known to the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i1) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, others and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or willful its own wilful misconduct, except that: (i1) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii2) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee will 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 7.066.05. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that is in any way relates related to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly provides7.01. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to it. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. Subject to the provisions of Trust Indenture Act Section 315(a) through 315(d): (Aa) If if a Default or an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs.; (Bb) Except except during the continuance of a Default or an Event of Default: (i1) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations will shall be read into implied in this Indenture against that are adverse to the Trustee; and (ii2) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively exclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.; (Cc) The the Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will subsection (c) does not limit the effect of Subsection (b) of this Section 10.01(B)601; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee will shall not be liable with respect to any action it takes or omits to take in good faith faith, in accordance with the direction of the Holders of a direction received by majority in principal amount of the Outstanding Securities 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 Indenture; (d) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it pursuant shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to Section 7.06it. (De) Each whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs Subsections (Aa), (Bb), (c) and (Cd) of this Section 10.01, regardless of whether such provision so expressly provides.601; and (Ef) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will shall not be liable for interest on any money or assets received by it, it except as the Trustee may agree in writing with the Company. Money Assets held in trust by the Trustee need not be segregated from other funds, assets except to the extent required by law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same, then, without limiting the generality of Section 10.02(F), the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However; provided, however, that the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.067.07. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (FE) The Trustee will 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 law. (F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes. (G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this Section 10.01, regardless of whether such provision so expressly provides.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same, then, without limiting the generality of Section 10.02(F), the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However; provided, however, that the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (FE) The Trustee will 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 law. (F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes. (G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this Section 10.01, regardless of whether such provision so expressly provides.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.0110.01 and Section 10.02, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However; provided, however, that the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes. Whether or not therein provided, unless explicitly provided to the contrary, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to this Section 10.01.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligent action or negligent failure to actor willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B11.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.0111.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same, then, without limiting the generality of Section 10.02(F) the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes. (H) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to this Section 10.01.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this the Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this the Indenture, and the Trustee need perform only those duties that are specifically set forth in this the Indenture and no others, and no implied covenants or obligations will be read into this the Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this the Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this the Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this the Indenture that in any way relates to the Trustee is subject to paragraphs clauses (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this the Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B11.01(B) or Section 11.01(E); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.0111.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Ba) Except during the continuance of an Event of Default:, (i1) the Trustee undertakes to perform such duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof. (Cb) The If an Event of Default has occurred and is continuing of which a Responsible Officer has actual knowledge or of which written notice of such Event of Default shall have been given to a Responsible Officer by the Issuer, any other obligor of the Notes or by Holders of at least 25% of the aggregate principal amount of the Notes, the Trustee may not 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 such Person’s own affairs. (c) No provision of this Indenture shall be relieved construed to relieve the Trustee from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will (c) shall not be construed to limit the effect of Section 10.01(B)paragraph (a) of this Section; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 7.06.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 Indenture; (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that in any way relates relating to the conduct or affecting the liability of or affording protection to the Trustee is shall be subject to paragraphs (A), (B) and (C) the provisions of this Section 10.01, regardless of whether such provision so expressly provides601. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith gross negligence or 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 Officer’s Certificates any certificates or Opinions of Counsel opinions that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith gross negligence or willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee will 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 7.06; and (iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (Aa) If an Event of Default known to a Trust Officer of the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault actually known to the Trustee: (i1) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii2) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee will 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 7.066.05. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that is in any way relates related to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly provides7.01. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to it. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. (A) A. If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (B) B. Except during the continuance of an Event of Default: (i) i. the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) . in the absence of bad faith or 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 Officer’s Certificates any certificates or Opinions of Counsel opinions that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) C. The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) i. this paragraph will not limit the effect of Section 10.01(B); (ii) . the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) . the Trustee will 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 7.06; and iv. no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. (D) D. Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) E. The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same, then, without limiting the generality of Section 10.02(F), the Trustee will exercise such of the rights and powers vested in it by this the Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this the Indenture, and the Trustee need perform only those duties that are specifically set forth in this the Indenture and no others, and no implied covenants or obligations will be read into this the Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this the Indenture. However; provided, however, that the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this the Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this the Indenture will require the Trustee to expend or risk its own funds or incur any liability. (FE) The Trustee will 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 law. (F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes. (G) Each provision of the Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this Section 10.01, regardless of whether such provision so expressly provides.

Duties of the Trustee. (Aa) If an Event of Default known to the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i1) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, others and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii2) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee will 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 7.066.05. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that is in any way relates related to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless 7.01 and to the provisions of whether such provision so expressly providesthe TIA. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to it. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B11.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (A), (B) and (C) of this Section 10.0111.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to this ​ ​ ​

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; (ii) the Trustee shall not be liable, answerable or accountable under any circumstances, except for its own gross negligence, or willful misconduct, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review; and (iiiii) in the absence of bad faith gross negligence or 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 Officer’s Certificates any certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy or mathematical calculation or facts stated therein). (C) The Trustee may not be relieved from liabilities for its gross negligence, bad faith or willful misconduct, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review, except that: (i) this paragraph will not limit the effect of Section ‎Section 10.01(B); (ii) the Trustee will 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, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review; and (iii) the Trustee will 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 from the Company pursuant to Section 7.06the terms of the Indenture or any Notes Document, from the Required Holders or from such other percentage of Holders expressly contemplated by this Indenture. (D) Each provision of this Indenture and the Notes Documents that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01Article X, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liabilityliability nor shall the Trustee be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (F) The Trustee will 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 law. (G) The Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Required Holders 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 Indenture.

Duties of the Trustee. (Aa) Except during the continuance of an Event of Default, (1) the Trustee 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; and (2) in the absence of 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 and as to due execution, validity and effectiveness, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof. (b) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer has actual knowledge or of which written notice of such Event of Default shall have been given to a Responsible Officer of the Trustee by the Issuer, any other obligor of the Notes or by Holders of at least 30% of the aggregate principal amount of the Notes, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its their exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPxxxxx’s own affairs. (Bc) Except during the continuance No provision of an Event of Default: (i) the duties of this Indenture shall be construed to relieve the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will clause (c) shall not be construed to limit the effect of clause (a) of this Section 10.01(B)601; (ii2) the Trustee will shall not be liable for any action taken, or error of judgment made made, in good faith by a any of its Responsible OfficerOfficers, employees or agents, unless it is shall be proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 7.06.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 Indenture; (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that in any way relates relating to the conduct or affecting the liability of or affording protection to the Trustee is shall be subject to paragraphs (A), (B) and (C) the provisions of this Section 10.01, regardless of whether such provision so expressly provides601. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (F) The Trustee will 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 law.

Duties of the Trustee. (Aa) If an Event of Default known to a Trust Officer of the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the The Trustee will 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 7.066.05. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that is in any way relates related to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly provides7.01. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to it. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. (Aa) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of Default: (i1) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, others and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements form required by this Indenture (but need not confirm or investigate the accuracy of this Indenturemathematical calculations or other facts purported to be stated therein). (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii2) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee will 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 7.066.05. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (Ed) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (Fe) Whether or not therein expressly so provided, every provision of this Indenture that is in any way related to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01 and to the provisions of the TIA. (f) The Trustee will shall not be liable for interest on any money received by it, 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, funds or assets except to the extent required by law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Trustee has written notice or actual knowledge, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that 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, and if requested, provided, to the Trustee indemnity or security satisfactory to Trustee against any loss, claim, liability, cost, damage or expense that might be incurred by it in compliance with such request or direction. (B) Except during the continuance of an Event of Default: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith gross negligence or willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will 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; (iii) the Trustee will 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 7.06; and (iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.0110.01 and Section 10.02, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to the provisions of this Section 10.01 and Section 10.02. (H) The Trustee will not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (except in its capacity as Paying Agent pursuant to the terms of this Indenture) or any records maintained by any co-Note Registrar with respect to the Notes.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same, then, without limiting the generality of ‎Section 10.02(F), the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However; provided, however, that the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section ‎Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 ‎Section 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (FE) The Trustee will 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 law. (F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes. (G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this ‎Section 10.01, regardless of whether such provision so expressly provides.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (Aa) If an Event of Default known to the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i1) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, others and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (b) of this Section; (ii2) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee will 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 7.066.5. (Dd) Each whether or not therein expressly so provided, every provision of this Indenture that is in any way relates related to the Trustee is subject to paragraphs (Aa), (Bb) and (Cc) of this Section 10.01, regardless of whether such provision so expressly provides7.1. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityliability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. (Ff) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; andand Table of Contents (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B11.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (A), (B) and (C) of this Section 10.0111.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (Aa) If an Amortization Event of or Servicer Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Amortization Event of which the Trustee has not received notice; and, provided, further, that the preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee's negligence or willful misconduct. (Bb) Except during the continuance of an Amortization Event of or Servicer Default: (i) the duties of the The Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need undertakes to perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii) in In the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i) this paragraph will This clause does not limit the effect of clause (b) of this Section 10.01(B);10.1. (ii) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii) the The Trustee will 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 7.069.4. (Div) Each The Trustee shall not be charged with knowledge of any default by the Servicer in the performance of its obligations under this Indenture, unless a Trust Officer of the Trustee obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Servicer or any Holders of Notes evidencing not less than 10% of the aggregate principal amount of the Notes of any Series adversely affected thereby. (d) Notwithstanding anything to the contrary contained in this Indenture or any of the Related Documents, no provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityliability if there is reasonable ground for believing that the repayment of such funds is not reasonably assured to it by the security afforded to it by the terms of this Indenture. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. The Trustee shall not be required to perform, or be responsible for the manner of performance of the Servicer under this Indenture unless the Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with terms of this Indenture or any Supplement. (Fe) The In the event that the Paying Agent or the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Indenture, the Trustee will not shall be liable for interest on any money obligated as soon as practicable upon actual knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required. (f) Subject to Section 10.3, all moneys received by it, except as the Trustee may agree in writing with the Company. Money shall, until used or applied as herein provided, be held in trust by for the Trustee purposes for which they were received, but need not be segregated from other funds, funds except to the extent required by law. The Trustee may allow and credit to TFFC interest agreed upon by TFFC and the Trustee from time to time as may be permitted by law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Ba) Except during the continuance of an Event of Default:, (i1) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need Notes Collateral Agent undertake to perform such respective duties and only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations will shall be read into this Indenture against the TrusteeTrustee or the Notes Collateral Agent; and (ii2) in the absence of bad faith faith, gross negligence or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including the accuracy of any mathematical calculations. (Cb) The If an Event of Default has occurred and is continuing of which a Responsible Officer has actual knowledge or of which written notice of such Event of Default shall have been given to a Responsible Officer by the Issuer, any other obligor of the Notes or by Holders of at least 30% of the aggregate principal amount of the Notes, the Trustee may not 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 such Person’s own affairs. (c) No provision of this Indenture shall be relieved construed to relieve the Trustee from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will (c) shall not be construed to limit the effect of paragraph (a) of this Section 10.01(B)6.01; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and; (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 7.06. (D) Each provision the time, method and place of this Indenture that in conducting any way relates proceeding for any remedy available to the Trustee is subject to paragraphs (A)or the Notes Collateral Agent, (B) and (C) of or exercising any trust or power conferred upon the Trustee or the Notes Collateral Agent, under this Section 10.01, regardless of whether such provision so expressly provides.Indenture; and (E4) No provision of this Indenture will shall require the Trustee or the Notes Collateral Agent to expend or risk its own funds or otherwise incur any liabilityfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (Fd) The Trustee will Whether or not be liable for interest on any money received by ittherein expressly so provided, except as every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not shall be segregated from other funds, except subject to the extent required by lawprovisions of this Section 6.01.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to the provisions of this Section 10.01.

Duties of the Trustee. (Aa) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (Bb) Except during the continuance of an Event of Default: , (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, ; and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (Cc) The No provision in this Indenture shall relieve the Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i1) this paragraph will (c) does not limit the effect of paragraphs (a) and (b) of this Section 10.01(B)7.01; (ii2) the Trustee will 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 negligent in ascertaining the pertinent facts; and; (iii3) the Trustee will 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 7.06.6.05 hereof; and (Dd) Each Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (Aa), (Bb), (c) and (Ce) of this Section 10.01, regardless of whether such provision so expressly provides7.01 and to Section 7.02. (Ee) No provision of this Indenture will require Money held by the Trustee in trust hereunder need not be segregated from other funds except to expend or risk its own funds or incur any liability. (F) the extent required by law. The Trustee will shall not be liable for interest on any money received held 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 lawit hereunder.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Ba) Except during the continuance of a Default or an Event of Default:, (i1) the Trustee undertakes to perform such duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this IndentureIndenture (but not to verify the contents or confirm or investigate the accuracy of mathematical calculations) thereof. (Cb) The In case a Default or an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee may not has actual knowledge or of which written notice of such Default or Event of Default shall have been given to the Trustee by the Company, any other obligor of the Notes or by any Holder, 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 such Person’s own affairs. (c) No provision of this Indenture shall be relieved construed to relieve the Trustee from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will (c) shall not be construed to limit the effect of Section 10.01(B)paragraph (a) of this Section; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 7.06.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 Indenture; and (D4) Each no provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial 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 for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (Fd) The Trustee will Whether or not be liable for interest on any money received by ittherein expressly so provided, except as every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not shall be segregated from other funds, except subject to the extent required by lawprovisions of this Section.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Ba) Except during the continuance of a Default or an Event of Default:, (i1) the Trustee undertakes to perform such duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this IndentureIndenture (but not to verify the contents or confirm or investigate the accuracy of mathematical calculations) thereof. (Cb) The In case a Default or an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee may not has actual knowledge or of which written notice of such Default or Event of Default shall have been given to the Trustee by the Issuers, any other obligor of the Notes or by any Holder, 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 such Person’s own affairs. (c) No provision of this Indenture shall be relieved construed to relieve the Trustee from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i1) this paragraph will (c) shall not be construed to limit the effect of Section 10.01(B)paragraph (a) of this Section; (ii2) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii3) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 7.06.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 Indenture; and (D4) Each no provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial 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 for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (Fd) The Trustee will Whether or not be liable for interest on any money received by ittherein expressly so provided, except as every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not shall be segregated from other funds, except subject to the extent required by lawprovisions of this Section.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same in accordance with the terms of this Indenture, then, without limiting the generality of Section 10.02(F), the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However; provided, however, that the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law. (G) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes. (H) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee has actual knowledge of such event in accordance with the terms hereof.

Duties of the Trustee. (Aa) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. (Bb) Except during the continuance of an Event of Default: (i) the duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall be under a duty to examine the certificates and opinions specifically required to be furnished to it to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts or conclusions stated therein). (Cc) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i) this paragraph will does not limit the effect of Section 10.01(B)paragraphs (b) or (e) of this SECTION 7.1; (ii) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officeran officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.06SECTION 6.5 hereof. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (Aa), (Bb), (c), (e) and (Cf) of this Section 10.01, regardless of whether such provision so expressly providesSECTION 7.1. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture or the Security Documents at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (Ff) The Trustee will shall not be liable for interest on any money received by it, it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds, funds except to the extent required by lawlaw and except for money held in trust pursuant to Article VIII. (g) The Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been received by a Responsible Officer in accordance with the provisions of this Indenture.

Duties of the Trustee. (Aa) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this IndentureAgreement and the other Note Documents, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (Bb) Except during the continuance of an Event of Default: (i) the duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Agreement or any other Note Document and the Trustee need perform only those duties that are specifically set forth in this Indenture Agreement and the other Note Documents and no others, and no implied covenants or obligations will shall be read into this Indenture Agreement or any other Note Document against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this IndentureAgreement and the Security Documents. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureAgreement and the Security Documents, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. (Cc) The Trustee may not be relieved from liabilities for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i) this paragraph will (c) does not limit the effect of paragraph (b) or (d) of this Section 10.01(B)7.01; (ii) the Trustee will 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 negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.066.05 hereof. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (Ed) No provision of this Indenture will Agreement or any Security Document shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Agreement or any Security Document at the request or direction of any Holders, unless such Holder shall have offered to the Trustee security and/or indemnity satisfactory to it against the cost, loss, liability or expense that might be incurred by it in compliance with such request or direction. (Fe) Whether or not therein expressly so provided, every provision of this Agreement that in any way relates to the Trustee is subject to Sections 7.01(a), (b), (c) and (d). (f) The Trustee will shall not be liable for interest on any money received by it, 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, funds except to the extent required by law. (g) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents and Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and the terms hereof and authorizes and directs the Trustee (in its capacities as trustee and Collateral Trustee for the Holders) to enter into the Security Documents and Intercreditor Agreement upon the execution thereof by the other parties thereto and to perform its obligations and exercise its rights thereunder in accordance therewith. (h) As of the Issue Date, Xxxxx Fargo Bank, N.A. is acting as the Trustee and the Collateral Trustee hereunder. Accordingly, any references to the "Trustee" herein refers to Xxxxx Fargo Bank, N.A. as serving in both such capacities. At such time that a successor to Xxxxx Fargo Bank, N.A., is appointed as the Trustee hereunder or as the Collateral Trustee hereunder, the duties, rights and obligations of the "Trustee" as set forth in this Agreement on the Issue Date shall be segregated amongst each of the successors in writing.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith gross negligence or 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 Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (C) The Trustee may not be relieved from liabilities for its negligence, bad faith gross negligence or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B); (ii) the Trustee will 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 (iii) the Trustee will 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 7.06. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B), (C) and (CE) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates any certificates or Opinions of Counsel opinions that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (C) The Trustee may not be relieved from liabilities for its negligence, bad faith or willful misconduct, except that: (i) this paragraph will not limit the effect of Section 10.01(B10.01.(B); (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee will 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 7.06; and (iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. (F) The Trustee will 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 law.

Duties of the Trustee. (Aa) If an Event of Default has occurred and is continuingcontinuing with respect to the Convertible Debentures, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) Except during the continuance of an Event of DefaultDefault with respect to the Convertible Debentures: (i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no other duties shall be inferred or implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming on their face to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture. (Cc) The Trustee may not be relieved from liabilities liability for its negligence, bad faith own negligent failure to act or its own willful misconduct, except that: (i) this paragraph will (c) does not limit the effect of paragraph (b) of this Section 10.01(B)6.1; (ii) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible Officer, Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will 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 7.065.8. (Dd) Each Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (Aa), (Bb), (c) and (Ce) of this Section 10.01, regardless of whether such provision so expressly provides6.1. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (Ff) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee will not shall be liable under no liability for interest on any money received by it, it hereunder except as the Trustee may agree otherwise agreed 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 law.

Duties of the Trustee. (Aa) If an Event of Default known to the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. (Bb) The Mexican Trustee shall (i) confirm that the proceeds from the offering and sale of the Notes are used to fund the purchase of the capped called transactions described in the Offering Memorandum and for general corporate purposes, (ii) cause the registration of a certified copy of the public instrument containing the notarization of a Spanish version of this Indenture with the Public Registry of Commerce and obtain the registration thereof in the event that the Issuer fails to comply with its obligation to register such public instrument as set forth in Section 4.02(e)(i), and (iii) exercise all rights and comply with all obligations set forth in the LGTOC, including those set forth in Article 217 (Section I, V, VII and VIII) of the LGTOC. (c) Except during the continuance of an Event of DefaultDefault known to the Trustee: (i) the The duties of the Trustee will shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, others and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii) in In the absence of bad faith or 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 Officer’s Certificates any statements, certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However, the Trustee will shall examine the certificates and opinions to determine whether or not they conform to the requirements form required by this Indenture (but need not confirm or investigate the accuracy of this Indenturemathematical calculations or other facts purported to be stated therein). (Cd) The Trustee may not be relieved from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act or its own willful misconduct, except that: (i) this This paragraph will does not limit the effect of Section 10.01(B)paragraph (c) of this Section; (ii) the The Trustee will shall not be liable for any error of judgment made in good faith by a Responsible OfficerTrust Officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the The Trustee will 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 7.066.05. (D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or incur any liabilityfinancial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (Ff) Whether or not therein expressly so provided, every provision of this Indenture that is in any way related to the Trustee is subject to paragraphs (c), (d), and (e) of this Section 7.01. (g) The Trustee will shall not be liable for interest on any money received by it, it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds, funds or assets except to the extent required by law. (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.

Duties of the Trustee. (A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (Ba) Except during the continuance of an Event of Default:, (i) the Trustee undertakes to perform such duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations will shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith faith, gross negligence or 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 Officer’s Certificates certificates or Opinions of Counsel that are provided opinions furnished to the Trustee and conform conforming to the requirements of this Indenture. However; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, any mathematical calculations or other facts stated therein. (Cb) The If an Event of Default has occurred and is continuing of which a Responsible Officer has actual knowledge or of which written notice of such Event of Default shall have been given to a Responsible Officer by the Issuer, any other obligor of the Notes or by Holders of at least 30% of the aggregate principal amount of the Notes, the Trustee may not 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 such Person’s own affairs. (c) No provision of this Indenture shall be relieved construed to relieve the Trustee from liabilities liability for its negligenceown negligent action, bad faith its own negligent failure to act, or its own willful misconduct, except that: (i) this paragraph will (c) shall not be construed to limit the effect of Section 10.01(B)paragraph (a) of this Section; (ii) the Trustee will shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer or Agent, unless it is shall be proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee will shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 7.06the 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 Indenture. (Dd) Each Whether or not therein expressly so provided, every provision of this Indenture that in any way relates relating to the conduct or affecting the liability of or affording protection to the Trustee is shall be subject to paragraphs (A), (B) and (C) the provisions of this Section 10.01, regardless of whether such provision so expressly providesSection. (Ee) No provision of this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur any liabilityfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it by this Indenture. (F) The Trustee will 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 law.