Common use of Duties of the Trustees Clause in Contracts

Duties of the Trustees. (a) In discharging their duties, the Trustees and the Delaware Tru stee shall: (i) consult reasonably and cooperate in good faith with ISE Holdings, the Trust Beneficiary, each Controlled National Securities Exchange, as applicable, and the SEC, including in connection with any exercise of the remedies described in ARTICLE IV; and (ii) (A) in performing their obligations with respect to voting any Trust Shares as described in Article IV, act in the public interests of the mar kets operated by each Controlled National Securities Exchange; (B) in performing their obligations relating to distributions paid to the Trust with respect to Trust Shares and Sales, the duty of the Trust and the Trustees shall be as set forth in the provi so set forth in the first sentence of Section 4.3(a) of this Agreement; and (C) in all other circumstances, act in the best interests of ISE Holdings. In the event of any conflict between the duties of the Trust and the Trustees referred to in clauses (A), (B), and (C) of the immediately preceding sentence, the duties referred to in such clause (A) shall prevail. (b) The Trustees and the Delaware Trustee need perform only those duties as are specifically set forth in this Agreement and as are contemplated by any other agreement to which the Trustees, the Delaware Trustee or the Trust are a party that was entered into in accordance with the terms of this A greement, and no others and no implied covenants or obligations shall be read into this Agreement against or for the benefit of the Trustees. (c) The duties and responsibilities of the Trustees and of the Delaware Trustee shall be as provided by this Agreement and the Delaware Act. (d) The Trustees and the Delaware Trustee may consult with counsel acceptable to ISE Holdings. (e) In the absence of a Trustee’s or Delaware Trustee’s gross negligence, misconduct or bad faith on its part, such Trustee or Delaware Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon notices, certificates or opinions that by any provision of this Agreement are permitted or required to be furnished to such Trustee or Delaware Trustee; provided, that such notices, certificates or opinions conform to the requirements of this Agreement. A Trustee or Delaware Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. Such Trustee or Delaware Trustee need not investigate any fact or matter stated in the document.

Duties of the Trustees. (a) In discharging their duties, the Trustees and the Delaware Tru stee shall: (i) consult reasonably and cooperate in good faith with ISE Holdings, the Trust Beneficiary, each Controlled National Securities Exchange, as applicable, and the SEC, including in connection with any exercise of the remedies described in ARTICLE IV; and (ii) (A) in performing their obligations with respect to voting any Trust Shares as described in Article IV, act in the public interests of the mar kets operated by each Controlled National Securities Exchange; (B) in performing their obligations relating to distributions paid The Trustee prior to the Trust with respect occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to Trust Shares perform such duties and Sales, the duty of the Trust and the Trustees shall be as set forth in the provi so set forth in the first sentence of Section 4.3(a) of this Agreement; and (C) in all other circumstances, act in the best interests of ISE Holdings. In the event of any conflict between the duties of the Trust and the Trustees referred to in clauses (A), (B), and (C) of the immediately preceding sentence, the duties referred to in only such clause (A) shall prevail. (b) The Trustees and the Delaware Trustee need perform only those duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement 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. In case an Event of Default or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee, shall, at the written direction of the majority of the Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel, and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they conform on their face -91- to the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee shall notify the person providing such Agreement of such non-conformance, and if the instrument is not corrected to the its satisfaction, the Trustee will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders. 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, its negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable, individually or as Trustee except for the performance of such duties and obligations as are contemplated by any other agreement to which the Trusteesspecifically set forth in this Agreement, the Delaware Trustee or the Trust are a party that was entered into in accordance with the terms of this A greement, and no others and no implied covenants or obligations shall be read into this Agreement against or for the benefit of Trustee and, the Trustees. (c) The duties and responsibilities of the Trustees and of the Delaware Trustee shall be as provided by this Agreement and the Delaware Act. (d) The Trustees and the Delaware Trustee may consult with counsel acceptable to ISE Holdings. (e) In the absence of a Trustee’s or Delaware Trustee’s gross negligence, misconduct or bad faith on its part, such Trustee or Delaware Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon notices, any certificates or opinions that by any provision of this Agreement are permitted or required to be furnished to such the Trustee or Delaware Trustee; provided, that such notices, certificates or opinions conform and conforming to the requirements of this Agreement. A Trustee or Delaware Trustee may rely on any document Agreement that it reasonably believed by it in good faith to be genuine and to have been signed or presented duly executed by the proper Person. Such authorities respecting any matters arising hereunder; (ii) the Trustee shall not individually or Delaware as Trustee need be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee unless the Trustee was negligent or acted in bad faith or with willful misfeasance; and (iii) the Trustee shall not investigate be liable, individually or as Trustee, with respect to any fact action taken, suffered or matter stated omitted to be taken by it in good faith in accordance with the documentdirection of the Holders in accordance with this Agreement 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 Agreement.

Duties of the Trustees. (a) In discharging their duties, The Issuer hereby appoints the Trustees and Indenture Trustee to serve as Indenture Trustee hereunder to satisfy the Delaware Tru stee shall: (i) consult reasonably and cooperate in good faith with ISE Holdings, the Trust Beneficiary, each Controlled National Securities Exchange, as applicable, and the SEC, including in connection with any exercise of the remedies described in ARTICLE IV; and (ii) (A) in performing their obligations with respect to voting any Trust Shares as described in Article IV, act in the public interests of the mar kets operated by each Controlled National Securities Exchange; (B) in performing their obligations relating to distributions paid to the Trust with respect to Trust Shares and Sales, the duty requirements of the Trust Indenture Act and the Trustees shall be as set forth in the provi so set forth in the first sentence of Section 4.3(a) of this Agreement; and (C) in all other circumstances, act in the best interests of ISE Holdings. In the event of any conflict between to perform the duties of the Indenture Trustee designated herein. The Indenture Trustee shall only be considered a trustee for the purposes of compliance with the Trust Indenture Act. The Indenture Trustee, prior to the occurrence of an Event of Default and after the Trustees referred curing of all Events of Default which may have occurred, undertakes to in clauses (A), (B), perform such duties and (C) of the immediately preceding sentence, the duties referred to in only such clause (A) shall prevail. (b) The Trustees and the Delaware Trustee need perform only those duties as are specifically set forth in this Agreement and as are contemplated by any other agreement to Indenture. In case an Event of Default has occurred (which the Trusteeshas not been cured or waived), the Delaware Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Indenture Trustee or the Trust are a party that was entered into in accordance with Co-Trustee from liability for their own negligent action, their own negligent failure to act or their own willful misconduct, except that: (a) prior to the terms occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred: (i) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this A greementIndenture and the Trust Indenture Act (and, in the case of the Co-Trustee, by the express provisions of Article VII and the Securities Law), and no others the Trustees shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Agreement Indenture, the Trust Indenture Act and/or the Securities Law (as applicable) against or for the benefit Trustees; and (ii) in the absence of bad faith and willful misconduct on the part of the Trustees. (c) The duties and responsibilities of , the Trustees and of the Delaware Trustee shall be as provided by this Agreement and the Delaware Act. (d) The Trustees and the Delaware Trustee may consult with counsel acceptable to ISE Holdings. (e) In the absence of a Trustee’s or Delaware Trustee’s gross negligence, misconduct or bad faith on its part, such Trustee or Delaware Trustee may conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein, upon notices, any certificates or opinions that furnished to the Trustees and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision of this Agreement provisions hereof are permitted or specifically required to be furnished to such Trustee the Trustees, the Trustees shall be under a duty to examine the same to determine whether or Delaware Trustee; provided, that such notices, certificates or opinions not they conform to the requirements of this Agreement. A Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); (b) the Trustees shall not be liable for any error of judgment made in good faith by an Authorized Officer of the Indenture Trustee or Delaware Trustee an Authorized Officer of the Co-Trustee, unless the Trustees were negligent in ascertaining the pertinent facts; (c) the Trustees shall not be liable with respect to any action taken or omitted to be taken by them in good faith in accordance with the written direction of the Holders of not less than a majority in principal amount of the Convertible Bonds at the time Outstanding (and not held by Affiliates of the Issuer) or any action duly taken at a meeting of Bondholders relating to the time, method and place of conducting any proceeding for any remedy available to the Trustees, or exercising any trust or power conferred upon the Trustees under this Indenture; (d) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustees shall be subject to the provisions of this Section; (e) the Trustees 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 Issuer or any paying agent or any records maintained by any co-registrar with respect to the Convertible Bonds; (f) 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 Trustees, the Trustees may conclusively rely on any document believed by it their failure to receive such notice as reason to act as if no such event occurred; and (g) the Indenture Trustee or Co-Trustee, as the case may be, shall not be genuine and deemed to have been signed notice of any Default or presented Event of Default hereunder unless an Authorized Officer thereof shall have actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by an Authorized Officer of the proper Person. Such Indenture Trustee or Delaware Trustee need not investigate any fact the Co-Trustee, as the case may be, and such notice references the Convertible Bonds and this Indenture. None of the provisions contained in this Indenture shall require the Trustees to expend or matter stated risk their own funds or otherwise incur personal financial liability in the documentperformance of any of their duties or in the exercise of any of their rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to them.

Duties of the Trustees. (a) In discharging their duties, the Trustees and the Delaware Tru stee Trustee shall: (i) consult reasonably and cooperate in good faith with ISE NYSE Euronext, NYSE Group, Archipelago Holdings, the Trust Beneficiary, each Controlled National Securities Exchange, as applicable, Affected Subsidiaries and the SEC, including in connection with any exercise of the remedies described in ARTICLE IVRemedies; and (ii) in (A) in performing their obligations with respect to voting any Trust Shares as described in Article IVdetermining whether a Material Adverse Change of European Law has occurred, (B) determining whether a Material Adverse Change of European Law is continuing (including for purposes of determining when a Remedy must be unwound), (C) deciding upon the exercise of the Remedies and (D) exercising its rights and powers during the pendency of a Material Adverse Change of European Law, act in the public interests of the mar kets operated by each Controlled National NYSE Group Securities Exchange; (B) in performing their obligations relating to distributions paid Exchanges if and only to the Trust with respect extent necessary to Trust Shares and Salesavoid or eliminate a Material Adverse Change of European Law; in all other circumstances, the duty of the Trust and the its Board of Trustees shall be as set forth in the provi so set forth in the first sentence of Section 4.3(a) of this Agreement; and (C) in all other circumstances, to act in the best interests of ISE HoldingsNYSE Euronext. In the event of any conflict between the duties of the Trust and the Trustees to act in any of the circumstances referred to in clauses (A), ) through (B), and (CD) of the immediately preceding sentence, on the one hand, and the duties of the Trust and the Trustees in any other circumstances referred to in such clause (A) the preceding sentence, on the other hand, the former shall prevail. (b) The Trustees and the Delaware Trustee need perform only those duties as are specifically set forth in this Agreement and as are contemplated by any other agreement to which the Trustees, the Delaware Trustee or the Trust are a party that was entered into in accordance with the terms of this A greement, and no others and no implied covenants or obligations shall be read into this Agreement against or for the benefit of the Trustees. (c) The duties and responsibilities of the Trustees and of the Delaware Trustee shall be as provided by this Agreement and the Delaware Act. Notwithstanding the foregoing, no provision of this Agreement shall require any Trustee or Delaware Trustee to expend or risk such Trustee’s or Delaware Trustee’s own funds or otherwise incur any financial liability in the performance of any of such Trustee’s or Delaware Trustee’s duties hereunder, or in the exercise of any of such Trustee’s or Delaware Trustee’s rights or powers. Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees or Delaware Trustees shall be subject to the provisions of this Article. To the extent that, at law or in equity, a Trustee or Delaware Trustee has duties and liabilities relating to the Trust, such Trustee or Delaware Trustee shall not be liable to the Trust or to any beneficial owner for such Trustee’s or Delaware Trustee’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Trustees or Delaware Trustee otherwise existing at law or in equity, are agreed by the Trust to replace such other duties and liabilities of the Trustees or Delaware Trustee. (d) The Trustees and the Delaware Trustee may consult with counsel acceptable to ISE HoldingsNYSE Euronext. (e) In the absence of a Trustee’s or Delaware Trustee’s gross negligence, misconduct or bad faith on its part, such Trustee or Delaware Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon notices, certificates or opinions that by any provision of this Agreement are permitted or required to be furnished to such Trustee or Delaware Trustee; , provided, that such notices, certificates or opinions conform to the requirements of this Agreement. A Trustee or Delaware Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Personperson. Such Trustee or Delaware Trustee need not investigate any fact or matter stated in the document.

Duties of the Trustees. (a) In discharging their duties, the Trustees and the Delaware Tru stee Trustee shall: (i) consult reasonably and cooperate in good faith with ISE NYSE Euronext, NYSE Group, Archipelago Holdings, the Trust Beneficiary, each Controlled National Securities Exchange, as applicable, Affected Subsidiaries and the SEC, including in connection with any exercise of the remedies described in ARTICLE IVRemedies; and (ii) in (A) in performing their obligations with respect to voting any Trust Shares as described in Article IVdetermining whether a Material Adverse Change of European Law has occurred, (B) determining whether a Material Adverse Change of European Law is continuing (including for purposes of determining when a Remedy must be unwound), (C) deciding upon the exercise of the Remedies and (D) exercising its rights and powers during the pendency of a Material Adverse Change of European Law, act in the public interests of the mar kets markets operated by each Controlled National Securities Exchange; (B) in performing their obligations relating to distributions paid NYSE Group and its Subsidiaries if and only to the Trust with respect extent necessary to Trust Shares and Salesavoid or eliminate a Material Adverse Change of European Law; in all other circumstances, the duty of the Trust and the its Board of Trustees shall be as set forth in the provi so set forth in the first sentence of Section 4.3(a) of this Agreement; and (C) in all other circumstances, to act in the best interests of ISE HoldingsNYSE Euronext. In the event of any conflict between the duties of the Trust and the Trustees to act in any of the circumstances referred to in clauses (A), ) through (B), and (CD) of the immediately preceding sentence, on the one hand, and the duties of the Trust and the Trustees in any other circumstances referred to in such clause (A) the preceding sentence, on the other hand, the former shall prevail. (b) The Trustees and the Delaware Trustee need perform only those duties as are specifically set forth in this Agreement and as are contemplated by any other agreement to which the Trustees, the Delaware Trustee or the Trust are a party that was entered into in accordance with the terms of this A greement, and no others and no implied covenants or obligations shall be read into this Agreement against or for the benefit of the Trustees. (c) The duties and responsibilities of the Trustees and of the Delaware Trustee shall be as provided by this Agreement and the Delaware Act. Notwithstanding the foregoing, no provision of this Agreement shall require any Trustee or Delaware Trustee to expend or risk such Trustee’s or Delaware Trustee’s own funds or otherwise incur any financial liability in the performance of any of such Trustee’s or Delaware Trustee’s duties hereunder, or in the exercise of any of such Trustee’s or Delaware Trustee’s rights or powers. Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees or Delaware Trustees shall be subject to the provisions of this Article. To the extent that, at law or in equity, a Trustee or Delaware Trustee has duties and liabilities relating to the Trust, such Trustee or Delaware Trustee shall not be liable to the Trust or to any beneficial owner for such Trustee’s or Delaware Trustee’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Trustees or Delaware Trustee otherwise existing at law or in equity, are agreed by the Trust to replace such other duties and liabilities of the Trustees or Delaware Trustee. (d) The Trustees and the Delaware Trustee may consult with counsel acceptable to ISE HoldingsNYSE Euronext. (e) In the absence of a Trustee’s or Delaware Trustee’s gross negligence, misconduct or bad faith on its part, such Trustee or Delaware Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon notices, certificates or opinions that by any provision of this Agreement are permitted or required to be furnished to such Trustee or Delaware Trustee; , provided, that such notices, certificates or opinions conform to the requirements of this Agreement. A Trustee or Delaware Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Personperson. Such Trustee or Delaware Trustee need not investigate any fact or matter stated in the document.